Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Feb. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Rocky Mountain High Brands, Inc. | |
Entity Central Index Key | 1,670,869 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 747,580,314 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Nov. 13, 2015 |
CURRENT ASSETS | ||
Cash | $ 155,061 | $ 102,255 |
Accounts Receivable, net of allowance of $60,163 and $60,163 | 262,429 | 20,377 |
Inventory | 218,271 | 290,368 |
Prepaid Expenses and Other Current Assets | 1,551,623 | 1,716,551 |
TOTAL CURRENT ASSETS | 2,187,384 | 2,129,551 |
Property and Equipment, net | 66,931 | 92,208 |
Other Assets | 76,435 | 33,230 |
TOTAL ASSETS | 2,330,750 | 2,254,989 |
CURRENT LIABILITIES | ||
Accounts Payable and Accrued Liabilities | 655,859 | 337,866 |
Related Party Convertible Notes Payable, net of debt discount | 95,483 | 20,730 |
Convertible Notes Payable, net of debt discount | 731,434 | 597,500 |
Note Payable-Other | 31,767 | |
Accrued Interest | 236,327 | 58,399 |
Deferred Revenue | 500,000 | |
Derivative Liability | 2,639,826 | 2,217,744 |
TOTAL CURRENT LIABILITIES | 4,390,696 | 3,732,239 |
Preferred Stock - Series A - Par Value of $.001 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2016 and June 30, 2016 | 1,000 | 1,000 |
Preferred Stock - Series B - Par Value of $.001 9,000,000 shares authorized; no shares issued and outstanding | ||
Preferred Stock - Series C - Par Value of $.001 2,000,000 shares authorized 1,107,607; shares issued and outstanding as of as of September 30, 2016 and June 30, 2016 | 1,107 | 1,107 |
Preferred Stock - Series D - Par Value of $.001 2,000,000 shares authorized; no shares issued and outstanding | ||
Common Stock - Par Value of $.001 800,000,000 shares authorized; 735,080,314 shares issued and outstanding as of December 31, 2016; 537,989,764 shares issued and outstanding as of June 30, 2016 | 735,080 | 537,990 |
Additional Paid In Capital | 17,221,942 | 14,861,035 |
Accumulated Deficit | (20,019,075) | (16,878,382) |
TOTAL SHAREHOLDERS' DEFICIT | (2,059,946) | (1,477,250) |
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $ 2,330,750 | $ 2,254,989 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares |
Stock Transactions, Parenthetical Disclosures [Abstract] | ||
Preferred Stock Series A Par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock Series A shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock Series A, shares issued | 1,000,000 | 1,000,000 |
Preferred Stock Series A, shares outstanding | 1,000,000 | 1,000,000 |
Preferred Stock Series B Par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock Series B shares authorized | 9,000,000 | 9,000,000 |
Preferred Stock Series B shares outstanding | 0 | 0 |
Preferred Stock Series C Par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock Series C shares authorized | 2,000,000 | 2,000,000 |
Preferred Stock Series C shares issued | 1,107,607 | 1,107,607 |
Preferred Stock Series C shares outstanding | 1,107,607 | 1,107,607 |
Preferred Stock Series D shares authorized | 2,000,000 | 2,000,000 |
Preferred Stock Series D Par value | 0.001 | 0.001 |
Preferred Stock Series D shares outstanding | 0 | 0 |
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, shares issued | 735,080,314 | 537,989,764 |
Common Stock, shares outstanding | 735,080,314 | 537,989,764 |
Accounts Receivable, Net Allowance | $ | $ 60,163 | $ 60,163 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||||
Sales | $ 24,751 | $ 313,116 | $ 320,338 | $ 589,687 |
Cost of Sales | 8,619 | 171,937 | 98,639 | 317,213 |
Inventory Obsolescence | 28,837 | 28,837 | ||
Gross Profit | (12,705) | 141,179 | 192,862 | 272,474 |
General and Administrative | 988,540 | 408,566 | 1,853,089 | 780,229 |
Advertising and Marketing | 431,520 | 118,288 | 749,059 | 325,368 |
Total Operating Expenses | 1,420,060 | 526,854 | 2,602,148 | 1,105,597 |
Interest Expense | 164,129 | 34,025 | 398,648 | 120,402 |
Gain on extinguishment of debt | (622,342) | (622,342) | ||
(Gain) Loss on change in fair value of derivative liability | 813,522 | (2,133,647) | 332,759 | (8,896,472) |
Loss from Operations | (1,432,765) | (385,675) | (2,409,286) | (833,123) |
Total Other (Income) Expenses: | 977,651 | (2,721,964) | 731,407 | (9,398,412) |
Income (Loss) Before Income Tax Provision | (2,410,416) | 2,336,289 | (3,140,693) | 8,565,289 |
Income Tax Provision | ||||
Net Income (Loss) | $ (2,410,416) | $ 2,336,289 | $ (3,140,693) | $ 8,565,289 |
Net Income (Loss) per Common Share - Basic and Diluted | $ 0 | $ 0.01 | $ 0 | $ 0.02 |
Weighted Average Shares Outstanding | 664,048,113 | 460,736,356 | 629,289,895 | 434,749,516 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net Income (Loss) | $ (3,140,693) | $ 8,565,289 |
Stock-based compensation | $ 409,062 | $ 206,869 |
Stock-based payments to vendors | 465,267 | |
Warrants issued for services rendered | $ 407,447 | |
Non-cash interest expense | 398,649 | 111,976 |
(Gain) Loss on change in fair value of derivative liability | 332,759 | (8,896,472) |
Gain on extinguishment of debt | (622,342) | |
Depreciation expense | 18,691 | |
Disposal of property and equipment | 43,221 | |
Inventory write-off | 28,837 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (242,052) | (239,356) |
Inventory | 43,260 | (199,210) |
Prepaid expenses | 164,928 | (9,607) |
Other assets | 3,431 | |
Accounts payable and accrued liabilities | 284,253 | 131,236 |
Deferred revenue | 470,048 | |
Accrued interest | (30,433) | |
NET CASH USED IN OPERATING ACTIVITIES | (989,802) | (512,002) |
Investing Activites: | ||
Investment in Rocky Mountain High Water Company | 39,774 | |
Acquisition of property and equipment | 36,635 | 40,512 |
NET CASH USED IN INVESTING ACTIVITIES | (76,409) | (40,512) |
Financing Activities: | ||
Proceeds from issuance of convertible notes | 330,000 | 500,000 |
Repayment of convertible notes | 165,000 | |
Proceeds from issuance of related party convertible notes | 100,600 | |
Repayment of related party convertible notes | 11,000 | |
Proceeds from issuance of note payable-other | 35,960 | |
Repayment of note payable-other | (4,193) | |
Proceeds from issuance of common stock | 456,650 | 233,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 919,017 | 557,500 |
INCREASE IN CASH | 52,806 | 4,986 |
CASH - BEGINNING OF PERIOD | 102,255 | 95,726 |
CASH - END OF PERIOD | 155,061 | 100,712 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Common stock issued for conversion of debt | 188,023 | 79,220 |
Debt and accrued interest converted for common stock | 442,633 | |
Common stock issued as part of legal settlement | 500,000 | |
Derivative liability relieved upon conversion of related debt | 318,125 | 2,048,519 |
Benefical conversion feature recognized | $ 212,771 | |
Series C preferred stock issued for conversion of debt | 1,107,606 | |
Debt and accrued interest converted for Series C preferred stock | $ | $ 2,495,666 |
General
General | 6 Months Ended |
Dec. 31, 2016 | |
Business | |
Business | NOTE 1 – General Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) was incorporated under the laws of the State of Nevada. On July On June 30, 2016 the Company entered into a business alliance with Poafpybitty Family, LLC and formed Rocky Mountain High Water Company LLC (“RMHW”). The Company has a non-controlling interest in RMHW and accounts for its investment in RMHW on the equity method. In connection with this business alliance, the Company formed Eagle Spirit Land & Water Company (“ESLW”) effective June 30, 2016. ESLW is a wholly-owned consolidated subsidiary of the Company. On November 12, 2016, the agreement with the Poafpybitty Family was amended to give the Company a controlling voting interest of 75% of RMHW, while the Poafpybitty Family received 51% of the equity interest. Beginning November 12, 2016, the operations of RMHW are consolidated in the financial statements of RMHB. RMHB has developed and is currently selling in the marketplace a lineup of five hemp-infused beverages, hemp-infused 2oz. energy shots, and plans to re-introduce hemp-infused relaxation brownies through its nationwide distributor network and online. Effective June 30, 2016, the Company entered into a business alliance with Poafpybitty Family, LLC to launch Eagle Spirit Spring Water, a line of purified, high-alkaline spring water sourced from Native American tribal land in Oklahoma. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation: | |
Basis of Presentation | NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue. Accounts Receivable and Allowance for Doubtful Accounts Receivable The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required. It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables. As of December 31, 2016 and June 30, 2016, the Company recorded an allowance for doubtful accounts of $60,163 and $60,163, respectively. Inventory Inventory, which consists of the Company’s raw materials, packaging, and finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventory is written down to the net realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: • Level • Level • Level The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, June 30, 2016 $ 2,217,744 Issued during the six months ended December 31, 2016 $ 378,007 Exercises $ (288,684 ) Change in fair value recognized in operations $ 332,759 Balance, December 31, 2016 $ 2,639,826 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2016: Estimate Dividends None Expected Volatility 1.1 % Risk Free Interest Rate .53 % Expected Term .1-.86 years Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an Share-based Payments Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Preferred Stock We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit. Advertising Advertising and marketing expenses are charged to operations as incurred. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions. |
Going Concern
Going Concern | 6 Months Ended |
Dec. 31, 2016 | |
General: | |
General | NOTE 3 – Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $2,059,946 and an accumulated deficit of $20,019,075 as of December 31, 2016, and has generated operating losses since inception. These factors, among On September 9, 2016, the Company, its controlling shareholder, and an outside investor group executed a letter of intent granting the investor group the option to purchase 100% of the Company’s Series A Preferred Stock, which represents a controlling interest in the Company. The agreement between the parties requires that the investors provide the Company sufficient capital to move forward with its expansion plans. The acquisition is expected to close on or before February 28, 2017. |
Inventory
Inventory | 6 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 – Inventory As of December 31, 2016 and June 30, 2016, inventory consisted of the following: December 31, 2016 June 30, 2016 Finished inventory $165,226 $290,368 Raw materials and packaging 53,045 - Total $218,271 $290,368 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Dec. 31, 2016 | |
Going Concern | |
Going Concern | NOTE 5 – Prepaid Expenses and Other Current Assets As of December 31, 2016 and June 30, 2016, prepaid expenses and other current assets were as follows: December 31, 2016 June 30, 2016 Prepaid officers compensation $1,238,394 $1,334,261 Prepaid directors compensation 264,972 323,855 Prepaid marketing expenses 27,500 33,000 Other prepaid expenses and current assets 20,757 25,435 Total $1,551,623 $1,716,551 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2016 | |
Property, Plant, and Equipment: | |
Property, Plant and Equipment | NOTE 6 – Property and Equipment As of December 31, 2016 and June 30, 2016, property and equipment were as follows: December 31, 2016 June 30, 2016 Vehicles $60,847 $112,817 Furniture and equipment 36,977 343 Personal computers 1,170 1,170 Less: accumulated depreciation 32,063 22,122 Total $66,931 $92,208 |
Investments
Investments | 6 Months Ended |
Dec. 31, 2016 | |
Schedule of Investments [Abstract] | |
Investments | NOTE 7 – Investments Dollar Shots Club On September 18, 2015, the Company, through a series of transactions acquired 5,000,000 shares of Dollar Shots Club, Inc. (“DSC”) in exchange for 2,000,000 shares of common stock. The shares of DSC are being carried on the accompanying balance sheet based on the Rocky Mountain High Water Company LLC In July 2016, the Company entered into a business alliance with Poafpybitty Family, LLC to launch Eagle Spirit Spring Water, a line of purified, high-alkaline spring water sourced from Native American tribal land in Oklahoma. The agreement calls for the Company to pay a royalty on each gallon of water collected at the spring. Production of filtered spring water filled bottles commenced in August 2016 and sales began in October 2016. In consideration for the 20-year water and surface rights, and a related 10-year renewal option, the Company paid Poafpybitty Family, LLC cash payments of $22,500 and issued a warrant for 500,000 shares of the Company’s common stock exercisable at $.03 per share over a three-year period beginning July 27, 2016. The agreement grants the Company an exclusive right to develop land adjacent to the spring for commercial purposes as agreed to by both parties. Additionally, the Company has agreed to grow hemp for experimental or commercial purposes on the land within three years. On November 12, 2016, the agreement with the Poafpybitty Family was amended to give the Company a controlling voting interest of 75% of RMHW, while the Poafpybitty Family received 51% of the equity interest. The amended agreement is being accounted for as a step-acquisition, with the resulting goodwill of $49,911 included in other assets. The Company plans to obtain an outside valuation of the rights to use the land and obtain the water described in the agreement. Beginning November 12, 2016, the operations of RMHW are consolidated in the financial statements of RMHB. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable {1} | |
Convertible Notes Payable. | NOTE 8 – Convertible Notes Payable As of December 31, 2016 and June 30, 2016, the Company’s convertible notes payable were as follows: Interest Rates Term December 31, 2016 June 30, 2016 Convertible notes 6% - payable 12% 0 - 1 year $ 785,000 $ 597,500 Discount (53,566 — Total $ 731,434 $ 597,500 For the three months ended December 31, 2016 and 2015, interest expense on these notes, including amortization of the discount, was $47,460 and $34,025, respectively. For the six months ended December 31, 2016 and 2015, interest expense on these notes, including amortization of the discount, was $77,743 and $120,402, respectively. |
Related Party Convertible Notes
Related Party Convertible Notes | 6 Months Ended |
Dec. 31, 2016 | |
Related Party | |
Related Party | NOTE 9 – Related Party Convertible Notes Payable As of December 31, 2016 and June 30, 2016, the Company’s related party convertible notes payable were as follows: Interest Rates Term December 31, 2016 June 30, 2016 Related party convertible notes 6% - payable 12% 0 - 1 year $ 219,300 $ 298,332 Discount (123,817 (277,602 Total $ 95,483 $ 20,730 For the three months ended December 31, 2016 and 2015, interest expense on these notes, including amortization of the discount, was $77,155 and $0, respectively. For the six months ended December 31, 2016 and 2015, interest expense on these notes, including amortization of the discount, was $160,089 and $0, respectively. |
Notes Payable Other
Notes Payable Other | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable Whitestone Offices | NOTE 10 – Note Payable-Other On September 1, 2016, the Company purchased used office furniture and equipment from its landlord. The Company executed a note payable in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,115. The Company imputed interest on the note and recorded a discounted note balance of $36,634 on September 1, 2016. The term of the note is three years. The balance on the note was $31,767 on December 31, 2016. For the three and six months ended December 31, 2016, interest expense on this note was $521 and $710, respectively. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Dec. 31, 2016 | |
Shareholders' Deficiency | |
Shareholders' Deficiency | NOTE 11 – Shareholders’ Deficit Common Stock During the six months ended December 31, 2016 the Company issued 197,090,550 shares of common stock, including 75,761,502 for convertible notes payable conversions, 45,408,834 for warrant exercises, 15,701,363 for services rendered, 11,933,557 for compensation, 6,800,000 as part of a legal settlement, and 41,485,294 for cash. During the six months ended December 31, 2015 the Company issued 78,020,350 shares of common stock for On December 29, 2016 the Company executed a securities purchase agreement for the sale of 1,000,000 shares of its common stock. The agreement includes a “true-up” provision whereby the Company must provide the purchaser additional shares of common stock if the stock price is below a predetermined level six months from the date of the agreement. In accordance with this provision, the Company was also required to reserve 10,000,000 shares of common stock in the event that the true-up provision is triggered. The shares will be released if the provision is not triggered six months from the date of the agreement. Series C Preferred Stock The Company amended its Articles of Incorporation as of November 13, 2015 to create a Series C Preferred shares, which are 12% interest bearing, On November 16, 2015, the holder of a convertible note aggregating $1,107,607 of principal and accrued interest, agreed to a dollar for dollar exchange for same number of Preferred C shares. As of December 31, 2016, there were 1,107,607 shares of Series C Preferred shares outstanding. Series D Preferred Stock The Company amended its Articles of Incorporation as of March 21, 2016 to create the Series D Preferred stock class, a non-voting, non-interest bearing convertible preferred stock. Each Series C preferred share is convertible to 100 shares of common stock. As of December 31, 2016, there are no Series D preferred shares outstanding. Warrants During the six months ended December 31, 2016 the Company granted 9,037,500 common stock warrants and 36,526,204 were exercised. During the six months ended December 31, 2015 there were no common stock warrants granted or exercised. |
Concentrations
Concentrations | 6 Months Ended |
Dec. 31, 2016 | |
Concentrations | |
Concentrations | NOTE 12– Concentrations During the three months ended December 31, 2016, the Company’s two largest customers accounted for approximately 17% and 7% of sales, respectively. During the six months ended December 31, 2016, the Company’s two largest customers accounted for approximately 75% and 1% of sales, respectively. During the three months ended December 31, 2015, the Companys two largest customers accounted for approximately 51% and 16% of sales, respectively. During the six months ended December 31, 2015, the Companys two largest customers accounted for approximately 45% and 8% of sales, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | NOTE 13 – Income Taxes The reconciliation of income tax benefit at the U.S. statutory rate of 34% to the Company’s effective rate for the periods presented is as follows: Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 U.S federal statutory rate (34%) (34%) State income tax, net of federal benefit (0.0%) (0.0%) Increase in valuation allowance 34% 34% Income tax provision (benefit) 0.0% 0.0% Six Months Ended December 31, 2016 Six Months Ended December 31, 2015 U.S federal statutory rate (34%) (34%) State income tax, net of federal benefit (0.0%) (0.0%) Increase in valuation allowance 34% 34% Income tax provision (benefit) 0.0% 0.0% The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31 and June 30, 2016 are as follows: Deferred Tax Assets December 31, 2016 June 30, 2016 Net Operating Losses $ 3,700,000 $ 3,200,000 Less: Valuation Allowance $(3,700,000) $(3,200,000 Deferred Tax Assets - Net - - As of December 31, 2016, the Company had approximately $9,500,000 of federal and state net operating loss carryovers ("NOLs"), which begin to expire in 2027. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. |
Commitments
Commitments | 6 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 14 – Commitments Office Lease The Company has a three-year lease for corporate office space. The lease commenced on September 1, 2016 with monthly payments of $7,715 in year one, $7,972 in year two and $8,229 in year three. The lease is being accounted for on a straight-line basis over its term. Other Leases The Company rents storage space from various third parties on a month-to-month basis. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 15 – Legal Proceedings Please refer to our Annual Report on Form 10-K filed October 4, 2016 for information regarding our pending legal proceedings. The following represents an update to the items disclosed in that filing: 193rd Judicial District Court of Dallas County Texas. Rocky Mountain High Brands, Inc. (RMHB) FKA Totally Hemp Crazy, Inc. V Rodney Peterson (Peterson) and Rocky Mountain High Canada, Inc. (RMHC), Case #DC-16-01416; Date Filed: February 4, 2016. This case has been settled as to all claims and counterclaims with the issuance of 6,800,000 shares of RMHB stock. 44th Judicial District Court of Dallas County Texas. Rocky Mountain High Brands, Inc. (RMHB) FKA Totally Hemp Crazy, Inc. V Donna Rayburn (Rayburn), Case #DC-16-02131; Date Filed: February 23, 2016. RMHB and Rayburn entered into a convertible promissory note dated February 2, 2015 for the original principal amount of $165,000 (with a $5,000 original issue discount). On August 29, 2015, RMHB paid to Rayburn $197,773.95, representing return of principal and interest earned during the life of the loan. On February 19, 2016, Rayburn issued an additional demand of interest and penalties totaling $99,487.92. Rayburn has charged $137,261.87 in interest and penalties on a $160,000 loan for one year and 17 days for an effective annual interest rate of 85.77%. As additional consideration for the note, RMHB was required to issue a warrant to Rayburn for 10,000,000 of common stock. RMHB seeks a cancellation of the note and additional monetary recovery in the total amount paid to Rayburn, plus additional recovery for all usurious interest charged. RMHB also seeks to void the warrant for 10,000,000 shares of common stock, which was issued under a voidable note. re Arbitration Claim of Roy J. Meadows (Meadows) Against Rocky Mountain High Brands, Inc. (RMHB) dated February 24, 2016. Meadows claimed a breach of an exchange agreement dated November 3, 2015. RMHB has denied the breach. Meadows invoked arbitration. Eighteenth Judicial Circuit Court of Seminole County, Florida, Rocky Mountain High Brands, Inc. v. Roy Meadows, David Meadows et al, Case No. 2016-CA-000958-15-W. The Company filed suit for an injunction against continuation of the Meadows Arbitration. The arbitration is no longer applicable and is a moot issue. On April 20, 2016, false, malicious, and defamatory allegations were asserted by the Shareholder Alert inappropriately released by the Law The Company has filed in the Seminole Suit a Motion for Leave To Amend its current suit to add claims against Meadows for usury, cancellation of warrants and defamation as a result of the Shareholder Alert press release. The Company is investigating facts surrounding Meadows and others and may amend its Florida lawsuit to seek more than $20 Million in damages and disgorgement of Meadows and Rayburn profits on questionable trading activities. Douglas County District Court, Colorado, Case No. 2015CV030672, Totally Hemp Crazy, Inc. et al v. Cannalife USA, Ltd et al. This case was settled by all parties without any payments by any of the parties to any other party. 101st Judicial District Court of Dallas County, Texas, Case No DC-16-01220. Fanco Global Acquisitions, LLC v Rocky Mountain High Brands, Inc. The Court dismissed this lawsuit for the failure of the Plaintiff to prosecute its case. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | |
Subsequent Events | NOTE 16 – Subsequent Events In February 13, 2017 the Company entered into an an agreement with L & H Resort Systems to acquire a former Catslill Mountain resort facility located on a natural spring. The Company plans to repurpose the resort into a bottling and canning plant. Between January 1, 2017 and February 14, 2017 the Company issued 12,500,000 shares of common stock. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies (Policies): | |
Basis of Presentaion | The accompanying |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including |
Investments in non-consolidated subsidiaries | Investments in non-consolidated subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership |
Cash | Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue. |
Accounts Receivable and Allowance for Doubtful Accounts Receivable | Accounts Receivable and Allowance for Doubtful Accounts Receivable The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required. It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables. As of December 31, 2016 and June 30, 2016, the Company recorded an allowance for doubtful accounts of $60,163 and $60,163, respectively. |
Inventories | Inventory Inventory, which consists of the Company’s raw materials, packaging, and finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventory is written down to the net realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: • Level • Level • Level The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, June 30, 2016 $ 2,217,744 Issued during the six months ended December 31, 2016 $ 378,007 Exercises $ (288,684 ) Change in fair value recognized in operations $ 332,759 Balance, December 31, 2016 $ 2,639,826 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of December 31, 2016: Estimate Dividends None Expected Volatility 1.1 % Risk Free Interest Rate .53 % Expected Term .1-.86 years |
Property and Equipment | Impairment of Long-Lived Assets The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an |
Impairment of Long-Lived Assets | Share-based Payments Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty |
Share-based Payments | Share-based Payments Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
Preferred Stock | Preferred Stock We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit. |
Advertising | Advertising Advertising and marketing expenses are charged to operations as incurred. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
change in level 3 | Balance, June 30, 2016 $ 2,217,744 Issued during the six months ended December 31, 2016 $ 378,007 Exercises $ (288,684 ) Change in fair value recognized in operations $ 332,759 Balance, December 31, 2016 $ 2,639,826 |
The estimated fair value of the derivative instruments | Estimate Dividends None Expected Volatility 1.1 % Risk Free Interest Rate .53 % Expected Term .1-.86 years |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | December 31, 2016 June 30, 2016 Finished inventory $165,226 $290,368 Raw materials and packaging 53,045 - Total $218,271 $290,368 |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | December 31, 2016 June 30, 2016 Prepaid officers compensation $1,238,394 $1,334,261 Prepaid directors compensation 264,972 323,855 Prepaid marketing expenses 27,500 33,000 Other prepaid expenses and current assets 20,757 25,435 Total $1,551,623 $1,716,551 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
[custom:PropertyAndEquipment] | December 31, 2016 June 30, 2016 Vehicles $60,847 $112,817 Furniture and equipment 36,977 343 Personal computers 1,170 1,170 Less: accumulated depreciation 32,063 22,122 Total $66,931 $92,208 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Convertible Notes Payable | December 31, 2016 June 30, 2016 Vehicles $60,847 $112,817 Furniture and equipment 36,977 343 Personal computers 1,170 1,170 Less: accumulated depreciation 32,063 22,122 Total $66,931 $92,208 |
Related Party Convertible Not28
Related Party Convertible Notes Payable (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Related Party Convertible Notes Payable | Interest Rates Term December 31, 2016 June 30, 2016 Convertible notes 6% - payable 12% 0 - 1 year $ 785,000 $ 597,500 Discount (53,566 — Total $ 731,434 $ 597,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Income Taxes {3} | |
Schedule of Deferred Tax Assets and Liabilities | Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 U.S federal statutory rate (34%) (34%) State income tax, net of federal benefit (0.0%) (0.0%) Increase in valuation allowance 34% 34% Income tax provision (benefit) 0.0% 0.0% Six Months Ended December 31, 2016 Six Months Ended December 31, 2015 U.S federal statutory rate (34%) (34%) State income tax, net of federal benefit (0.0%) (0.0%) Increase in valuation allowance 34% 34% Income tax provision (benefit) 0.0% 0.0% |
Schedule of reconciliation of income tax benefit | Deferred Tax Assets December 31, 2016 June 30, 2016 Net Operating Losses $ 3,700,000 $ 3,200,000 Less: Valuation Allowance $(3,700,000) $(3,200,000 Deferred Tax Assets - Net - - |
Significant Accounting Polici30
Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Significant Accounting Policies Details | ||
Company allowance for doubful accounts | $ 60,163 | $ 60,163 |
Level 3 Financial Instrument Na
Level 3 Financial Instrument Narrative (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Level 3 Financial Instrument Narrative Details | ||
Opening Balance of Financial Instrument | $ 2,217,774 | |
Stock issued | $ 378,684 | |
Exercises | (288,684) | |
Change in fair value recognized in operations | $ 332,759 | |
Closing Balance of Finacial Instrument | $ 2,639,826 |
Estimated Fair Value Of Derivat
Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details) | Dec. 31, 2016USD ($) |
Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model | |
Estimated Dividends | $ 0 |
Expected Volatility | 110.00% |
Risk Free Interest Rate | 53.00% |
Expected Term in years Minimum | 0.1 |
Expected Term in years Maximum | .86 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2016 | Sep. 09, 2016 | Jun. 30, 2015 |
Going Concern Details | |||
Shareholders deficit | $ 2,059,946 | $ 11,177,357 | |
Accumulated deficit | $ 20,019,078 | $ 19,204,108 | |
Option to Purchase Series A Preferred Stock | 10000.00% |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Finished Inventory | $ 165,226 | $ 290,368 |
Raw Materials and Packaging | 53,045 | 0 |
Total Inventory | $ 218,271 | $ 290,368 |
Prepaid Expenses and Other Cu35
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Notes to Financial Statements | ||
Prepaid Officers Compensation | $ 1,238,394 | $ 1,334,261 |
Prepaid Directors Compensation | 264,972 | 323,855 |
Prepaid Marketing Expenses | 27,500 | 33,000 |
Other Prepaid Expenses and Current Assets | 20,757 | 25,435 |
Total | $ 1,551,623 | $ 1,716,551 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 1 Months Ended | |||
Jul. 30, 2016 | Nov. 12, 2016 | Sep. 18, 2016 | Jul. 01, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Shares Acquired | 5,000,000 | |||
Common Stock Issued | 2,000,000 | |||
Cost Basis For Common Stock Issued | 5.00% | |||
Cash Payments | $ 22,500 | |||
Warrants Issued | 500,000 | |||
Common Stock Exercisable | 3.00% | |||
Period of Common Stock Excersiable | 3 years | |||
Amendment to Agreement with Poafbybitty Family Shares Received | 75.00% | |||
Esuity Interest received by Poefbytitty | 51.00% | |||
Resulting Goodwill | $ 20,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | |
Convertible Notes Payable Details | |||||
Convertible Notes Payable | $ 785,000 | $ 785,000 | $ 597,500 | ||
Convertible notes of term in years minimum | 0 | ||||
Convertible notes of term in years maximum | 1 | ||||
Convertible notes interest rate minimum | 6.00% | ||||
Convertible notes interest rate maximum | 12.00% | ||||
Discount | (53,566) | $ (53,566) | |||
Total | 731,434 | 731,434 | $ 597,500 | ||
Interst Expense | $ 47,460 | $ 34,025 | $ 47,460 | $ 120,402 |
Related Party Convertible Not38
Related Party Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Related Party Details | ||
Related Party Convertible Notes Payable | $ 219,300 | $ 298,332 |
Interest Rate Minimum | 6.00% | |
Interest Rate Maximum | 12.00% | |
Term Minimum | 0 | |
Term Maximum | 1 | |
Discount | $ (123,817) | (277,602) |
Total | $ 95,483 | $ 20,730 |
Related Party Convertible Not39
Related Party Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||||
Interest Expense | $ 77,155 | $ 0 | $ 160,089 | $ 0 |
Notes Payable Other (Details Na
Notes Payable Other (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Sep. 01, 2016 | |
Debt Disclosure [Abstract] | |||
Note Payable | $ 40,122 | ||
Interst Rate of Note Payable | 0.00% | ||
Monthly Payament Amount | $ 1,115 | ||
Discount | $ 36,634 | ||
Term of Note Payable | 3 | ||
Balance on the Note | $ 31,767 | $ 31,767 | |
Interest Expense | $ 521 | $ 710 |
Common Stock (Details)
Common Stock (Details) - shares | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 29, 2016 | |
Common Stock Details | |||
Shares of Common Stock Issued for Convertible Notes | 197,090,550 | ||
Shares of Common Stock Issued for Convertible Notes Payable in Acquisition of Dollar Shots Club | 78,020,350 | ||
Convertible Notes Payable Conversion | 75,761,502 | ||
Warrant Exercises | 45,408,834 | ||
Services Rendered | 15,701,363 | ||
Compensation | 11,933,557 | ||
[custom:LegalSettlement] | 6,800,000 | ||
Shares Issued for Cash | 41,485,294 | ||
Securities Purchase Agreement | 1,000,000 | ||
Reserve of Shares of Common Stock | 10,000,000 |
Series C Preferred Stock (Detai
Series C Preferred Stock (Details) - USD ($) | Dec. 31, 2016 | Nov. 16, 2015 | Nov. 13, 2015 | Sep. 30, 2015 |
Series C Preferred Stock | ||||
Series C Preferred Shares bears interest at a rate per annum | 12.00% | |||
Holder converted note and interest in exchange for same number of Preferred C Shares. | $ 1,107,607 | |||
Each Series C Preferred Share can be converted in to Shares of Common Stock | 50 | |||
Shares Outstanding | 1,107,607 | 0 |
Series D Preferred Stock (Detai
Series D Preferred Stock (Details) | 6 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Notes to Financial Statements | |
Series Conversion Rate | $ / shares | $ 100 |
Shares Oustanding | shares | 0 |
Warrants (Details)
Warrants (Details) - shares | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Common Stock Warrants Granted | 9,037,500 | 0 |
Common Stock Warrants exercised | 36,526,204 | 0 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Concentrations Details | ||
Company's two largest customers accounted of sales | 17.00% | 75.00% |
Company's two largest customers accounted of sales | 7.00% | 1.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Income Tax | |||||
Company had federal and state net operating loss carryovers | $ 8,500,000 | $ 8,500,000 | |||
U.S Federal Statutory Rate | (34.00%) | (34.00%) | (34.00%) | (34.00%) | |
State income tax, net of federal benefit | 0.00% | (0.00%) | 0.00% | 0.00% | |
Increase in valuation allowances | 34.00% | 34.00% | 34.00% | 34.00% | |
Income Tax Provision (benefit) | 0.00% | 0.00% | 0.00% | 0.00% | |
Net Operating Losses | $ 3,700,000 | $ 3,700,000 | $ 3,200,000 | ||
Less Valuation Allowance | $ (3,700,000) | $ (3,700,000) | $ (3,200,000) |
Commitments (Details)
Commitments (Details) - USD ($) | Sep. 01, 2016 | Dec. 31, 2015 |
Commitments Details | ||
Monthly Payment Year One | $ 7,715 | $ 6,020 |
Monthly Payments Year Two | 7,972 | |
Monthly Payments Year Three | $ 8,229 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 6 Months Ended |
Dec. 31, 2016shares | |
Accounting Policies [Abstract] | |
Shares of Common Stock Issued between January 1, 2017 and February 14, 2017 | 12,500,000 |