Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Oct. 13, 2016 | Dec. 31, 2015 | |
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-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 39,002,095 | ||
Entity Common Stock, Shares Outstanding | 29,527,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 2,993 | $ 3,380 |
Accounts and other receivable, net of allowance [Note 6] | 264,880 | |
Inventories | 78,891 | |
Harmonized sales tax recoverable | 24,071 | |
Prepaid expenses [Note 9] | 1,343 | |
Total current assets | 370,835 | 4,723 |
Intangible assets [Note 5] | ||
TOTAL ASSETS | 370,835 | 4,723 |
CURRENT LIABILITIES | ||
Accounts payable | 326,476 | 11,850 |
Due to related parties [Note 10] | 60,145 | |
Due to stockholders [Note 4] | 19,455 | 32,661 |
Notes payable [Note 7] | 51,794 | |
TOTAL LIABILITIES | 457,870 | 44,511 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no share issued and outstanding as at June 30, 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 June 30, 2016 and June 30, 2015, respectively [Note 9] | 2,953 | 5,180 |
Additional paid-in-capital | 3,766,481 | 62,903 |
Accumulated other comprehensive gain (loss) | 22,867 | (98) |
Accumulated deficit | (3,879,336) | (107,773) |
Total stockholders' deficiency | (87,035) | (39,788) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 370,835 | $ 4,723 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||
REVENUE | $ 200,265 | |
COST OF SALES | 126,819 | |
GROSS PROFIT | 73,446 | |
OPERATING EXPENSES | ||
Professional fees [Note 9] | 1,412,606 | 103,781 |
Management fees [Note 10] | 152,283 | |
General expenses [Note 6] | 117,265 | 361 |
TOTAL OPERATING LOSS | (1,608,708) | (104,142) |
OTHER (INCOME) EXPENSES | ||
Impairment of goodwill and intangible assets [Note 5] | 2,101,785 | |
Interest and bank charges | 8,694 | |
Amortization expense [Note 5] | 70,350 | |
Forgiveness of loan [Note 8] | (17,974) | |
NET LOSS BEFORE INCOME TAXES | (3,771,563) | (104,142) |
Income taxes | ||
NET LOSS | (3,771,563) | (104,142) |
Translation adjustment | 22,965 | (51) |
COMPREHENSIVE LOSS | $ (3,748,598) | $ (104,193) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.1085) | $ (0.0151) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 34,764,825 | 6,888,767 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity (Deficiency) - USD ($) | Total | Common stock | Additional paid in capital | Accumulated deficit | Accumulated other comprehensive loss |
Balance at Jun. 30, 2014 | $ 1,862 | $ 420 | $ 5,120 | $ (3,631) | $ (47) |
Balance, shares at Jun. 30, 2014 | 4,200,000 | ||||
Issuance of shares for services [Note 9] | 53,360 | $ 4,060 | 49,300 | ||
Issuance of shares for services [Note 9], shares | 40,600,000 | ||||
Private placements [Note 9] | 9,183 | $ 700 | 8,483 | ||
Private placements [Note 9], shares | 7,000,000 | ||||
Loss for the year | (104,142) | (104,142) | |||
Cumulative translation adjustment | (51) | (51) | |||
Balance at Jun. 30, 2015 | (39,788) | $ 5,180 | 62,903 | (107,773) | (98) |
Balance, shares at Jun. 30, 2015 | 51,800,000 | ||||
Issuance of shares for services [Note 9] | 1,191,351 | $ 119 | 1,191,232 | ||
Issuance of shares for services [Note 9], shares | 1,185,000 | ||||
Issuance of shares on acquisition [Note 5] | 2,180,000 | $ 200 | 2,179,800 | ||
Issuance of shares on acquisition [Note 5], shares | 2,000,000 | ||||
Issuance of shares on conversion of notes [Note 7] | 182,580 | $ 18 | 182,562 | ||
Issuance of shares on conversion of notes [Note 7], shares | 180,000 | ||||
Private placements [Note 9] | 150,000 | $ 16 | 149,984 | ||
Private placements [Note 9], shares | 162,000 | ||||
Cancellation of shares [Note 9] | (2,580) | $ (2,580) | |||
Cancellation of shares [Note 9], shares | 25,800,000 | ||||
Loss for the year | (3,771,563) | (3,771,563) | |||
Cumulative translation adjustment | 22,965 | 22,965 | |||
Balance at Jun. 30, 2016 | $ (87,035) | $ 2,953 | $ 3,766,481 | $ (3,879,336) | $ 22,867 |
Balance, shares at Jun. 30, 2016 | 29,527,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,771,563) | $ (104,142) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of goodwill and intangible assets [Note 5] | 2,101,785 | |
Issuance of shares for services [Note 9] | 1,197,117 | 53,360 |
Amortization expense [Note 5] | 70,350 | |
Provision for bad debts [Note 6] | 48,943 | |
Forgiveness of loan [Note 8] | (17,974) | |
Changes in operating assets and liabilities: | ||
Accounts and other receivable | (216,838) | |
Inventories | (50,074) | |
Harmonized sales tax recoverable | (21,476) | |
Prepaid expenses | 1,961 | (1,343) |
Accounts payable | 366,664 | 9,080 |
Net cash used in operating activities | (291,105) | (43,045) |
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 | (17,245) | 31,927 |
Due to related parties | 58,598 | |
Proceeds from issuance of common stock | 150,000 | 9,183 |
Proceeds from issuance of convertible note | 205,794 | |
Net cash provided by financing activities | 397,147 | 41,110 |
Effect of foreign currency translation | (110,100) | (51) |
Net increase (decrease) in cash during the year | 109,713 | (1,935) |
Cash, beginning of year | 3,380 | 5,366 |
Cash, end of year | $ 2,993 | $ 3,380 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jun. 30, 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 | 12 Months Ended |
Jun. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company’s 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. During the current year, the Company has incurred recurring losses from operations and as at June 30, 2016 has a working capital deficiency of $87,035 and accumulated deficit of $3,879,336 which has primarily arisen from a non-cash goodwill impairment charge in the current period. Further, as explained in Note 12, on August 31, 2016, the Company’s ownership percentage of RM Fresh has been reduced to 20%. 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 | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and for subsidiary Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. The 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. Cash Cash includes cash on hand and balances with banks. 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, ageing 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. Segment Reporting The Company operates in one operating and geographical 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. All the sales of the Company are in Canada. 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 intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at June 30, 2016 and June 30, 2015. Foreign Currency Translation The parent Company’s functional currency is US dollar and subsidiary's functional currency is 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. In translating the financial statements of the Company's subsidiary from their functional currency into the Company's reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss). 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. 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 related parties/stockholders 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. Income Taxes The Company accounts for under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. The Company has assessed its long-lived assets and has determined that there is an impairment of intangible assets amounting to $2,101,785 as explained in Note 5. Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Recently Issued Accounting Pronouncements In March 2016, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the financial position and/or results of operations. In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. The Company has not yet selected a transition method nor has the Company determined the effect that the adoption of the pronouncement may have on the financial position and/or results of operations. |
Due to Stockholders
Due to Stockholders | 12 Months Ended |
Jun. 30, 2016 | |
Due to Stockholders [Abstract] | |
Due to Stockholders | 4. DUE TO STOCKHOLDERS Amount due to stockholders are unsecured, interest free and is repayable on demand. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 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 September 30, 2015 was as follows: 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 The Company tests 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. As at June 30, 2016, the remaining carrying value of goodwill amounting to $1,703,135 was impaired since the carrying value was less than the fair value. Intangible assets Identifiable intangible assets having gross values of $469,000 ($445,550 net of amortization charge of $23,450) 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 $70,350 on these intangible assets were recorded for the year ended June 30, 2016. As at June 30, 2016, the remaining carrying value of intangibles amounting to $398,650 were impaired since the carrying value was less than the fair value. |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Jun. 30, 2016 | |
Accounts and Other Receivables [Abstract] | |
ACCOUNTS AND OTHER RECEIVABLES | 6. ACCOUNTS AND OTHER RECEIVABLES These represent trade accounts receivable of $130,343, net of allowance of $48,943, and other receivable of $134,537. Other receivable relates to a distributor listing fee recoverable from a supplier under an arrangement with the Company. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 7. NOTES PAYABLE Outstanding note payable of $51,794 represents unsecured promissory notes amounting to $26,000 and $25,794 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 year ended June 30, 2016 amounted to $6,218 ($nil for year ended June 30, 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 | 12 Months Ended |
Jun. 30, 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 year ended June 30, 2016, the related party agreed to forgive the loan in favour of the Company. |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity (Deficiency) [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | 9. STOCKHOLDERS’ EQUITY (DEFICIENCY) COMMON STOCK - AUTHORIZED As at June 30, 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 including interest 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 amount of $452,350 was initially recorded as prepaid expense and was subsequently expensed during the year ended June 30, 2016, 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 cash 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 amount of $89,000 was initially recorded as prepaid expense and was subsequently expensed during the year ended June 30, 2016, and included in professional fees in the statement of operations. At June 30, 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 | 12 Months Ended |
Jun. 30, 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 management, 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 $152,283 charged by entities owned by the shareholders of the Company for providing warehousing and other logistic services. Amounts owed to entities owned by the stockholders in respect of these services was $60,145 as at June 30, 2016 (June 30, 2015: $nil). |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 11. INCOME TAXES Income taxes The provision for income taxes differs from that computed at the Canadian and US combined corporate tax rate of approximately 34% for the year ended June 30, 2016 (US corporate tax rate for the year ended June 30, 2015 - 39%) as follows: 2016 2015 Net Loss for the year $ 3,771,563 $ 104,142 Expected Income Tax recovery 1,274,906 40,615 Tax effect of expenses not deductible for income tax (1,107,901 ) 1,416 Change in valuation allowance (167,005 ) (42,031 ) Deferred tax assets, net of valuation allowance - - Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of June 30: 2016 2015 Deferred Tax Assets – Non-current: Tax effect of NOL Carryover $ 209,036 $ 42,031 Less valuation allowance (209,036 ) (42,031 ) Deferred tax assets, net of valuation allowance - - At June 30, 2016 the Company had net operating loss carry forwards of approximately $601,824 (June 30, 2015: $107,773) that may be offset against future taxable income from the year 2017 to 2037. No tax benefit has been reported in the June 30, 2016 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to October 13, 2016, the date the consolidated financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following significant subsequent event to report: On August 31, 2016, the Company entered into a group of transactions related to the subsidiary company, RM Fresh. In order to fund the ongoing operation and further development of RM, the Company consented to new third party investments into RM Fresh in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM Fresh. As result of these new investments into RM Fresh, the Company’s ownership percentage of RM Fresh has been reduced to twenty percent (20%). In addition, the Company entered into a new Shareholder Agreement with RM Fresh, under which the Company’s shares in RM Fresh are subject to certain restrictions on transfer until such time as the Company declares a shareholder dividend of its RM Fresh shares following a going public transaction by RM Fresh, or in the alternative, for one (1) year after RM Fresh completes a going public transaction. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and for subsidiary Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. The 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. |
Cash | Cash Cash includes cash on hand and balances with banks. |
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, ageing 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. |
Segment Reporting | Segment Reporting The Company operates in one operating and geographical 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. All the sales of the Company are in Canada. |
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 intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at June 30, 2016 and June 30, 2015. |
Foreign Currency Translation | Foreign Currency Translation The parent Company’s functional currency is US dollar and subsidiary's functional currency is 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. In translating the financial statements of the Company's subsidiary from their functional currency into the Company's reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss). |
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. |
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 related parties/stockholders 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. |
Income Taxes | Income Taxes The Company accounts for under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. The Company has assessed its long-lived assets and has determined that there is an impairment of intangible assets amounting to $2,101,785 as explained in Note 5. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the financial position and/or results of operations. In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. The Company has not yet selected a transition method nor has the Company determined the effect that the adoption of the pronouncement may have on the financial position and/or results of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets [Abstract] | |
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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Taxes [Abstract] | |
Schedule of income taxes | 2016 2015 Net Loss for the year $ 3,771,563 $ 104,142 Expected Income Tax recovery 1,274,906 40,615 Tax effect of expenses not deductible for income tax (1,107,901 ) 1,416 Change in valuation allowance (167,005 ) (42,031 ) Deferred tax assets, net of valuation allowance - - |
Schedule of deferred tax assets | 2016 2015 Deferred Tax Assets – Non-current: Tax effect of NOL Carryover $ 209,036 $ 42,031 Less valuation allowance (209,036 ) (42,031 ) Deferred tax assets, net of valuation allowance - - |
Nature of Operations (Details)
Nature of Operations (Details) | 1 Months Ended |
Sep. 30, 2015shares | |
Nature of operations (Textual) | |
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 ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Going Concern (Textual) | ||
Working capital deficiency | $ (87,035) | |
Accumulated deficit | $ (3,879,336) | $ (107,773) |
Reduction in ownership percentage | 20.00% |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Summary of Significant Accounting Policies (Textual) | |
Impairment of intangible assets | $ 2,101,785 |
Estimated useful life of intangible assets | 5 years |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets (Details) | 12 Months Ended |
Jun. 30, 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 Asset26
Goodwill and Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2016 | 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 impairment loss | $ 2,101,785 | ||
Number of shares of common stock | 2,000,000 | ||
Intangible assets gross fair value | $ 398,650 | ||
Intangible assets net | |||
Amortization expense | 70,350 | ||
Fair value of goodwill | 786,000 | ||
Trade-name [Member] | |||
Goodwill and Intangible Assets (Textual) | |||
Intangible assets gross fair value | $ 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 | ||
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%. | ||
Intangible Assets [Member] | |||
Goodwill and Intangible Assets (Textual) | |||
Intangible assets gross fair value | $ 469,000 | ||
Intangible assets net | 445,550 | ||
Amortization expense | $ 23,450 |
Accounts and Other Receivables
Accounts and Other Receivables (Details) | Jun. 30, 2016USD ($) |
Accounts and Other Receivable (Textual) | |
Trade accounts receivable | $ 130,343 |
Allowance on trade accounts receivable | 48,943 |
Listing fee receivable | $ 134,537 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 21, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 04, 2016 | Sep. 30, 2015 | Apr. 01, 2015 | |
Notes Payable (Textual) | ||||||
Note payable | $ 51,794 | |||||
Unsecured promissory notes | $ 25,794 | $ 26,000 | ||||
Interest rate | 10.00% | 12.00% | 20.00% | |||
Interest accrued | $ 6,218 | |||||
Convertible notes payable | $ 180,000 | |||||
Maturity date | Feb. 21, 2017 | |||||
Notes payable, 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. | |||||
Common stock price per share | $ 1 |
Forgiveness of Loan (Details)
Forgiveness of Loan (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Forgiveness of Loan (Textual) | ||
Forgiveness of loan | $ 17,974 |
Stockholders' Equity (Deficie30
Stockholders' Equity (Deficiency) (Details) | Jan. 08, 2016USD ($)Directorsshares | Oct. 31, 2015USD ($)Investors$ / sharesshares | Sep. 09, 2015$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Jan. 26, 2016USD ($)shares | Dec. 31, 2015USD ($)Investors$ / sharesshares | Sep. 30, 2015$ / sharesshares | Mar. 31, 2016USD ($)Directorsshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Oct. 01, 2015USD ($)shares |
Stockholders' Equity (Textual ) | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 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 | 7,400,000 | 29,527,000 | 51,800,000 | ||||||||
Common stock, shares outstanding | 7,400,000 | 29,527,000 | 51,800,000 | ||||||||
Increase in shares prior to Forward Split | 51,800,000 | ||||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||||
Issuance convertible shares | 180,000 | ||||||||||
Proceeds from issuance of common stock | $ | $ 150,000 | $ 9,183 | |||||||||
Common stock issued for services, shares | 335,000 | 100,000 | 335,000 | ||||||||
Common stock issued for services, value | $ | $ 452,350 | $ 89,000 | $ 452,350 | 1,191,351 | 53,360 | ||||||
Prepaid expenses | $ | $ 452,350 | $ 89,000 | $ 452,350 | $ 1,343 | |||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity (Textual ) | |||||||||||
Common stock cancellation | 25,800,000 | ||||||||||
Common stock issued for services, shares | 1,185,000 | 40,600,000 | |||||||||
Common stock issued for services, value | $ | $ 119 | $ 4,060 | |||||||||
Restricted Stock [Member] | |||||||||||
Stockholders' Equity (Textual ) | |||||||||||
Common stock, shares issued | 15,247,000 | ||||||||||
Unrestricted Stock [Member] | |||||||||||
Stockholders' Equity (Textual ) | |||||||||||
Common stock, shares issued | 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 | ||||||||
Common stock issued , fair value | $ | $ 290,000 | $ 22,500 | $ 337,500 | ||||||||
Number of directors | Directors | 2 | 2 | |||||||||
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 | |||||||||
Number of investors | Investors | 3 | 3 | |||||||||
Proceeds from issuance of common stock | $ | $ 115,000 | $ 35,000 | $ 115,000 |
Related Party Transactions an31
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transactions and Balanes (Textual) | ||
Management fees | $ 152,283 | |
Due from Affiliates | $ 60,145 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes [Abstract] | ||
Net Loss for the year | $ (3,771,563) | $ (104,142) |
Expected Income Tax recovery | 1,274,906 | 40,615 |
Tax effect of expenses not deductible for income tax | (1,107,901) | 1,416 |
Change in valuation allowance | (167,005) | (42,031) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 209,036 | $ 42,031 |
Less valuation allowance | (209,036) | (42,031) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes [Abstract] | ||
Corporate tax rate | 34.00% | 39.00% |
Net operating loss carry forwards | $ 601,824 | $ 107,773 |
Taxable income future period | Future taxable income from the year 2017 to 2037. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2015 | |
Subsequent Event [Line Items] | ||
Ownership percentage | 7.00% | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Related party amounts of transaction | $ 175,000 | |
Ownership percentage | 20.00% |