Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2017 | |
Document And Entity Information | |
Entity Registrant Name | Rocky Mountain High Brands, Inc. |
Entity Central Index Key | 1,670,869 |
Document Type | S-1/A |
Document Period End Date | Sep. 30, 2017 |
Amendment Flag | true |
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? | Yes |
Entity Filer Category | Smaller Reporting Company |
Amedment Description | Changes to initial filing |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
CURRENT ASSETS | |||
Cash | $ 19,266 | $ 91,675 | $ 102,255 |
Accounts Receivable, net | 1,657 | 63,268 | 20,377 |
Inventory | 195,363 | 224,695 | 290,368 |
Prepaid Expenses and Other Current Assets | 682,435 | 774,338 | 1,716,551 |
TOTAL CURRENT ASSETS | 898,721 | 1,153,976 | 2,129,551 |
Property and Equipment, net | 43,730 | 48,133 | 92,208 |
Other Assets | 102,256 | 77,256 | 33,230 |
TOTAL ASSETS | 1,044,707 | 1,279,365 | 2,254,989 |
CURRENT LIABILITIES | |||
Accounts Payable and Accrued Liabilities | 547,137 | 441,190 | 337,866 |
Related Party Convertible Notes Payable, net of debt discount | 438,832 | 266,247 | 20,730 |
Convertible Notes Payable, net of debt discount | 733,253 | 597,500 | |
Note Payable-Other | 782,099 | 26,130 | |
Redemption Value of Series C Preferred Stock | 23,164 | 1,661,424 | 2,495,666 |
Accrued Interest | 1,661,424 | 382,820 | 58,399 |
Deferred Revenue | 447,974 | 500,000 | |
Derivative Liability | 3,590,301 | 5,072,579 | 2,217,744 |
TOTAL CURRENT LIABILITIES | 7,490,931 | 8,583,643 | 6,227,905 |
Preferred Stock - Series A - Par Value of $.001 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2017 and June 30, 2017 | 1,000 | 1,000 | 1,000 |
Preferred Stock - Series B - Par Value of $.001 5,000,000 shares authorized; no shares issued and outstanding | |||
Preferred Stock - Series C - Par Value of $.001 2,000,000 shares authorized; 1,107,607 shares outstanding (classified as a liability as of September 30, 2017 and June 30, 2017) | |||
Preferred Stock - Series D - Par Value of $.001 2,000,000 shares authorized; no shares issued and outstanding | |||
Preferred Stock - Series E - Par Value of $.001 789,474 shares authorized, issued, and outstanding as of September 30, 2017; No shares authorized, issued, and outstanding as of June 30, 2017 | 789 | ||
Common Stock - Par Value of $.001 950,000,000 shares authorized as of June 30, 2017; 786,525,118 shares issued and outstanding as of June 30, 2017; 800,000,000 shares authorized as of June 30, 2016; 537,989,764 shares issued and outstanding as of June 30, 2016 | $ 793,266 | $ 786,525 | $ 537,990 |
Additional Paid In Capital | 18,228,082 | 18,062,830 | 12,366,476 |
Accumulated Deficit | (25,469,361) | (26,154,633) | (16,878,382) |
TOTAL SHAREHOLDERS’ DEFICIT | (6,446,224) | (7,304,278) | (3,972,916) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 1,044,707 | $ 1,279,365 | $ 2,254,989 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) | Sep. 30, 2017$ / sharesshares | Jun. 30, 2017$ / sharesshares | Jun. 30, 2016$ / sharesshares |
Stock Transactions, Parenthetical Disclosures [Abstract] | |||
Preferred Stock Series A Par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock Series A shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock Series A, shares issued | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock Series A, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock Series B Par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock Series B shares authorized | 5,000,000 | 5,000,000 | 9,000,000 |
Preferred Stock Series B shares outstanding | 0 | 0 | 5,000,000 |
Preferred Stock Series C Par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock Series C shares authorized | 2,000,000 | 2,000,000 | 1,107,607 |
Preferred Stock Series C shares issued | 0 | 0 | 0 |
Preferred Stock Series C shares outstanding | 0 | 0 | 0 |
Preferred Stock Series D shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred Stock Series D Par value | 0.001 | 0.001 | 0.001 |
Preferred Stock Series D shares outstanding | 0 | 0 | 0 |
Preferred Stock Series E Par value | 0.10% | 0.10% | |
Preferred Stock Series E shares outstanding | 789,474 | 0 | |
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 950,000,000 | 800,000,000 | 600,000,000 |
Common Stock, shares issued | 793,266,046 | 537,989,764 | 400,356,154 |
Common Stock, shares outstanding | 793,266,046 | 537,989,764 | 400,356,154 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | |||
Sales | $ 41,002 | $ 401,974 | $ 1,075,476 |
Cost of Sales | 43,800 | 150,922 | 408,918 |
Inventory Obsolescence | 100,998 | 725,718 | |
Gross Profit (Loss) | (2,798) | 150,054 | (59,160) |
Operating Expenses | |||
General and Administrative | 604,751 | 5,751,464 | 2,142,984 |
Advertising and Marketing | 56,318 | 1,513,633 | 1,340,428 |
Impairment | 166,000 | ||
Total Operating Expenses | 661,069 | 7,265,097 | 3,649,412 |
Loss from Operations | (663,867) | (7,115,043) | (3,708,572) |
Interest Expense | 464,110 | 1,044,431 | 203,496 |
Debt Inducement Expense | 3,887,618 | ||
Loss on Extinguishment of Debt | 945,838 | ||
Total Other (Income) Expenses: | (1,349,139) | 2,161,208 | |
(Gain) Loss on Change in Fair Value of Derivative Liability | (1,813,249) | 1,951,019 | (11,071,250) |
Income (Loss) Before Income Tax Provision | 685,272 | (9,276,251) | 2,325,726 |
Income Tax Provision | |||
Net Income (Loss) | $ 685,272 | $ (9,276,251) | $ 2,325,726 |
Net Income (Loss) per Common Share - Basic and Diluted | $ 0 | $ (0.01) | $ 0.01 |
Weighted Average Shares Outstanding | 788,609,275 | 699,508,915 | 474,571,836 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Cash Flows [Abstract] | |||
Net Income (Loss) | $ 685,272 | $ (9,276,251) | $ 2,325,726 |
Stock-based compensation | 82,824 | $ 1,917,159 | $ 611,881 |
Stock-based payments to vendors | 1,013,351 | ||
Warrants issued for services rendered | 23,074 | $ 2,074,228 | |
Non-cash interest expense | 464,110 | 1,044,431 | $ 203,496 |
Impairment expense | 166,000 | ||
(Gain) Loss on change in fair value of derivative liability | (1,813,249) | 1,951,019 | (11,071,250) |
Loss on extinguishment of debt | 945,838 | ||
Warrants issued for debt inducement | 1,008,627 | ||
Bad debt expense | 64,042 | 184,966 | 152,750 |
Loss on disposal of equipment | 832 | 59,133 | 1,560 |
Depreciation expense | 4,584 | 30,786 | 22,122 |
Inventory write-off | 100,998 | 725,728 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,431) | (227,857) | (40,926) |
Inventory | 29,332 | (35,325) | (260,625) |
Prepaid expenses | 24,079 | (8,508) | (48,940) |
Other assets | 25,000 | 13,486 | |
Accounts payable and accrued liabilities | 65,601 | 103,322 | 144,853 |
Deferred revenue | 470,048 | ||
NET CASH USED IN OPERATING ACTIVITIES | (396,930) | (1,902,790) | (1,779,167) |
Investment in Rocky Mountain High Water Company | 44,026 | ||
Investment in product development | (19,400) | ||
Acquisition of property and equipment | 1,013 | 45,844 | 99,642 |
NET CASH USED IN INVESTING ACTIVITIES | (1,013) | (89,870) | (119,042) |
Financing Activities: | |||
Proceeds from issuance of convertible notes | 220,000 | 700,000 | 500,000 |
Proceeds from issuance of related party convertible notes | 100,000 | 289,600 | 318,332 |
Repayment of convertible notes | 165,000 | ||
Repayment of related party convertible notes | 25,000 | 31,000 | |
Proceeds from issuance of note payable-other | 35,960 | 318,332 | |
Repayment of note payable-other | (2,966) | (9,830) | |
Proceeds from issuance of common stock | 8,500 | 991,350 | 1,282,406 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 325,534 | 1,982,080 | 1,904,738 |
INCREASE (DECREASE) IN CASH | (72,409) | (10,580) | 6,529 |
CASH - BEGINNING OF YEAR | 91,675 | 102,255 | 95,726 |
CASH - END OF YEAR | 19,266 | 91,675 | 102,255 |
Supplemental disclosure of non-cash financing and investing activities: | |||
Common stock issued for conversion of debt | 126,207 | 189,455 | 143,600 |
Common stock issued for acquisition | 500,000 | 166,000 | |
Debt and accrued interest converted for common stock | 443,482 | 504,736 | |
Common stock issued as part of a legal settlement | 500,000 | 166,000 | |
Derivative liability incurred for debt discount | 443,482 | 659,150 | |
Beneficial conversion feature recognized as debt discount | $ 212,771 | ||
Series C preferred stock issued for conversion of debt | 2,495,666 | ||
Conversion of debt to common stock | $ 348,532 | $ 179,220 | |
Derivative liability relieved upon conversion of related debt | $ 52,542 | $ 352,625 | $ 2,102,681 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Preferred Stock A | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Balances at Jun. 30, 2014 | 537,989,764 | 1,000,000 | 7,625,395 | (19,204,108) | (11,177,357) |
Amount Balance | $ 400,356 | $ 1,000 | |||
Shraes Issued for Aquisitions | 2,000,000 | 164,000 | 166,000 | ||
Amount Shares issued for aquisitions | 2,000 | ||||
Shares Issued for services rendered | $ 5,107,143 | $ 248,959 | $ 254,066 | ||
Amount of Shares for services | 5,107 | ||||
Shares issued upon conversion of convertible notes | 103,005,455 | 1,067,843 | 1,170,848 | ||
Amount of Shares issued upon Conversion of convertible notes | 103,005 | ||||
Benefilcial conversion feature of convertible notes | 298,332 | 298,332 | |||
Shares Issued as part of legal settlement | $ (148,490) | $ 124,661 | |||
Return of employee shares as part of settlement agreements | (11,000,000) | ||||
Amount Return of employee shares as part of settlement agreements | $ (11,000) | ||||
Cashless exercise of Warrants | 1,244,661 | ||||
Issuance of common stock for cash | $ 38,521,012 | 1,243,885 | 1,282,406 | ||
Amount of shares issued for cash | 38,521 | ||||
Gain on extinguishment of related party Convertible Debt | $ 622,342 | 622,342 | |||
Net Income (Loss) | $ 2,325,726 | $ 2,325,726 | |||
Balances at Jun. 30, 2015 | 537,989,764 | 1,000,000 | 12,336,477 | (16,878,382) | (3,972,916) |
Amount Balance | $ 537,990 | $ 1,000 | |||
Balances at Jun. 30, 2015 | 537,989,764 | 1,000,000 | 12,336,477 | (16,878,382) | (3,972,916) |
Amount Balance | $ 537,990 | ||||
Shraes Issued for Aquisitions | 65,667,587 | 925,682 | 991,350 | ||
Amount Shares issued for aquisitions | 65,668 | 993,052 | 1,015,686 | ||
Shares Issued for services rendered | $ 28,724,139 | $ 979,903 | $ 1,008,627 | ||
Amount of Shares for services | 28,724 | ||||
Shares issued upon conversion of convertible notes | 22,634,107 | 320,997 | 398,798 | ||
Amount of Shares issued upon Conversion of convertible notes | 22,634 | 212,771 | |||
Shares Issued as part of legal settlement | $ 6,800,000 | $ 493,200 | $ 500,000 | ||
Amount Shares Issued as part of legal settlement | 6,800 | ||||
Cashless exercise of Warrants | 46,908,834 | 311,614 | 358,523 | ||
Amount cashless exercise of warrants | 46,909 | ||||
Issuance of common stock for cash | $ 65,667,587 | 1,459,134 | 1,459,134 | ||
Amount of shares issued for cash | 65,668 | ||||
Gain on extinguishment of related party Convertible Debt | $ 212,771 | 212,771 | |||
Net Income (Loss) | $ (9,276,251) | $ (9,276,251) | |||
Balances at Jun. 30, 2016 | 786,525,118 | 1,000,000 | 18,062.830 | (26,154,633) | (7,304,278) |
Amount Balance | $ 786,525 | $ 1,000 |
General
General | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 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 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2015, the Company changed its name to Rocky Mountain High Brands, Inc. RMHB has developed and is currently selling in the marketplace a lineup of five hemp-infused beverages and 2oz. energy shots 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. | NOTE 1 – General Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) was incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2015, the Company changed its name to Rocky Mountain High Brands, Inc. RMHB has developed and is currently selling in the marketplace a lineup of five hemp-infused beverages and 2oz. energy shots 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. On December 16, 2013 the Company filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case Number 13-36434-bjh-11. In early 2013, the Company sought to acquire a barbeque company and sought to raise capital and entered into an agreement with Empire Capital LLC (“Empire”) to assist in the raising of capital for the acquisition. By late 2013, the acquisition had fallen through due to the inability to obtain the needed financing. Empire then sued the Company claiming it was owed approximately $200,000 for its services on behalf of the Company along with additional damages. The Company disputed the claims, and filed the Chapter 11 bankruptcy to restructure its current indebtedness and to provide a framework for moving forward. On May 22, 2014 the Company filed its Disclosure Statement and Plan of Reorganization, and on July 2, 2014 a hearing was held and the Plan of Reorganization was confirmed by written order of the Bankruptcy Court dated July 11, 2014. In the Plan of Reorganization, the Company’s shareholders and controlling shareholder through the Series A Preferred Shares were not diluted, thus control of the Company remained the same as before, during and after the confirmed Plan of Reorganization. Therefore, “Fresh Start” Accounting described in ACS 852-10-45-19 did not apply to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Basis of Presentation: | ||
Basis of Presentation | NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended September 30, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K/A for the year ended June 30, 2017 filed with the SEC on October 12, 2017. Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated. 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 those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. 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. Inventories Inventories, which consist only of the Company’s 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 inventories are written down to their 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 1 — quoted prices in active markets for identical assets or liabilities. • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and 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, 2017 $ 5,072,579 Issued during the three months ended September 30, 2017 $ 443,482 Exercises/Conversions $ (112,511) Change in fair value recognized in operations $ (1,813,249) Balance, September 30, 2017 $ 3,590,301 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of September 30, 2017: Estimate Dividends None Expected Volatility 127.3% Risk-Free Interest Rate 1.06% Expected Term .1-1.8 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 asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the three months ended September 30, 2017 and September 30, 2016. 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 to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. 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, unless otherwise noted, 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 tax consequences of temporary differences resulting from matters that have been recognized in an entity’s 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 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. | NOTE 2 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated. 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 those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. 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 use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. 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. Inventories Inventories, which consist only of the Company’s 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 inventories are written down to their 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 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instruments is as follows: Balance, June 30, 2015 $ 11,504,057 Issued during the year ended June 30, 2016 3,887,618 Converted during the year ended June 30, 2016 $ (2,102,681 ) Change in fair value recognized in operations $ (11,071,250 ) Balance, June 30, 2016 $ 2,217,744 Issued during the year ended June 30, 2017 $ 1,383,650 Exercises/Conversions $ (479,834 ) Change in fair value recognized in operations $ 1,951,019 Balance, June 30, 2017 $ 5,072,579 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of June 30, 2017 and June 30, 2016: 2017 2016 Estimated Dividends None None Expected Volatility 114% 45% Risk Free Interest Rate .84% .12% Expected Term .1 to 2.0 years .1 to 5.5 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 asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. 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 to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. 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, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit). Advertising and Marketing 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 tax consequences of temporary differences resulting from matters that have been recognized in an entity’s 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 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. Recent Accounting Pronouncements Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies. In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
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 $7,304,278, an accumulated deficit of $26,154,633 as of June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital from third parties. On February 28, 2017, LSW Holdings, LLC (“LSW”) purchased all outstanding shares of Series A Preferred Stock from our former controlling shareholder. Our Vice President of International Sales is the Managing Member of LSW. Both parties to the agreement assured management that the purchase agreement requires LSW to provide the Company sufficient capital to move forward with its expansion plans. Management has recently obtained the executed agreement and determined that agreement contains no such requirement. As a result, management is actively pursuing other funding arrangements with outside investors and creditors. | 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 $7,304,278, an accumulated deficit of $26,154,633 as of June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital from third parties. On February 28, 2017, LSW Holdings, LLC (“LSW”) purchased all outstanding shares of Series A Preferred Stock from our former controlling shareholder. Our Vice President of International Sales is the Managing Member of LSW. Both parties to the agreement assured management that the purchase agreement requires LSW to provide the Company sufficient capital to move forward with its expansion plans. Management has recently obtained the executed agreement and determined that agreement contains no such requirement. As a result, management is actively pursuing other funding arrangements with outside investors and creditors. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | ||
Inventory | NOTE 4 – Inventory As of June 30, 2017 and 2016 inventory consisted of the following: June 30, 2017 June 30, 2016 Finished inventory $ 216,711 $ 290,368 Raw materials and packaging 7,984 — Total $ 224,695 $ 290,368 | NOTE 4 – Inventory As of June 30, 2017 and 2016 inventory consisted of the following: June 30, 2017 June 30, 2016 Finished inventory $ 216,711 $ 290,368 Raw materials and packaging 7,984 — Total $ 224,695 $ 290,368 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Going Concern | ||
Prepaid Expenses and Other Current Assets | NOTE 5 – Prepaid Expenses and Other Current Assets As of June 30, 2017 and 2016 prepaid expenses and other current assets consisted of the following: 2017 2016 Prepaid officers’ compensation $ 521,916 $ 1,334,261 Prepaid directors’ compensation 206,090 323,855 Prepaid marketing expenses 19,250 33,000 Other prepaid expenses and current assets 27,082 25,435 Total $ 774,338 $ 1,716,551 | NOTE 5 – Prepaid Expenses and Other Current Assets As of June 30, 2017 and 2016 prepaid expenses and other current assets consisted of the following: 2017 2016 Prepaid officers’ compensation $ 521,916 $ 1,334,261 Prepaid directors’ compensation 206,090 323,855 Prepaid marketing expenses 19,250 33,000 Other prepaid expenses and current assets 27,082 25,435 Total $ 774,338 $ 1,716,551 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Property, Plant, and Equipment: | ||
Property, Plant and Equipment | NOTE 6 – Property and Equipment As of September 30, 2017 and June 30, 2017, property and equipment were as follows: September 30, 2017 June 30, 2017 Vehicles $ 29,598 $ 29,598 Furniture and equipment 42,055 41,042 Personal computers 2,379 3,315 74,032 73,955 Less: accumulated depreciation 30,302 25,822 Total $ 43,730 $ 48,133 For the three months ended September 30, 2017 and September 30, 2016, depreciation expense was $4,584 and $11,659, respectively. | NOTE 6 – Property and Equipment As of June 30, 2017 and 2016 property and equipment consisted of the following: June 30, 2017 June 30, 2016 Vehicles $ 29,598 $ 112,817 Furniture and equipment 41,042 343 Personal computers 3,315 1,170 73,955 114,330 Less: accumulated depreciation 25,822 22,122 Total $ 48,133 $ 92,208 |
Investments
Investments | 12 Months Ended |
Jun. 30, 2017 | |
Schedule of Investments [Abstract] | |
Investments | NOTE 7 – Investments 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 value of the shares of stock given in exchange for the investment. The Company is accounting for the investment on the cost basis of accounting being that the shares represent approximately 5% of the total outstanding shares of DSC and the Company does not have any significant influence in DSC. As of June 30, 2016, the Company concluded that the investment was impaired and recorded an impairment on this investment of $166,000. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Convertible Notes Payable {1} | ||
Convertible Notes Payable. | NOTE 8 – Convertible Notes Payable As of June 30, 2017 and 2016, the Company’s convertible notes payable consisted of the following: Interest Rates Term June 30, 2017 June 30, 2016 Convertible notes payable 6% - 12% 0 - 2 years $ 1,115,000 $ 597,500 Discount (381,747) — Total $ 733,253 $ 597,500 The convertible notes are convertible to shares of the Company’s common stock at prices ranging from $.01 to 50% of market price. For the years ended June 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $172,594 and $26,762, respectively. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded $222,127 and $0 of interest expense for the years ended June 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. | NOTE 8 – Convertible Notes Payable As of June 30, 2017 and 2016, the Company’s convertible notes payable consisted of the following: Interest Rates Term June 30, 2017 June 30, 2016 Convertible notes payable 6% - 12% 0 - 2 years $ 1,115,000 $ 597,500 Discount (381,747) — Total $ 733,253 $ 597,500 The convertible notes are convertible to shares of the Company’s common stock at prices ranging from $.01 to 50% of market price. For the years ended June 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $172,594 and $26,762, respectively. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded $222,127 and $0 of interest expense for the years ended June 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. |
Related Party
Related Party | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Related Party | ||
Related Party | NOTE 9 – Related Party Convertible Notes Payable As of September 30, 2017 and June 30, 2017, the Company’s related party convertible notes payable were as follows: Interest Rate Term September 30, 2017 June 30, 2017 Related party convertible notes payable 6% 6 mos. - 1 year $ 563,450 $ 493,450 Discount (124,618 ) (227,203) Total $ 438,832 $ 266,247 For the three months ended September 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $191,826 and $82,934, respectively. The Company has determined that the conversion feature embedded in certain of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three months ended September 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. | NOTE 9 – Related Party Notes Payable As of June 30, 2017 and 2016, the Company’s related party convertible notes payable consisted of the following: Interest Rate Term March 31, 2017 June 30, 2016 Related party convertible notes payable 6% 0 - 1 year $ 493,450 $ 298,332 Discount (227,203) (277,602) Total $ 266,247 $ 20,730 The related party convertible notes are convertible to shares of the Company’s common stock at prices ranging from $.01 to 50% of market price. For the years ended June 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $337,852 and $16,308, respectively. As of June 30, 2017, Jerry Grisaffi, our former Chairman of the Board, held two notes payable with principal amounts of $200,150 and $184,300. The $200,150 note, which is due on December 19, 2017, converts at 50% of the average of the 3 lowest bid prices of the common stock during the 10 days prior to the conversion. The $184,300 note, which has been renewed through December 30, 2017, is convertible at $.01 with an anti-dilutive clause that becomes effective with any dilution of the Company’s common stock greater than 1% of the shares outstanding at the time of split. Both notes accrue interest at 6%. During the year ended June 30, 2017 the Company made two (nonconvertible) notes payable to Mr. Grisaffi in connection with loans and previously recorded as deferred compensation. The Company repaid $25,000 on these notes during the fourth quarter of 2017. The remaining balance of principal and interest was converted to the $200,150 convertible note payable. Prior to conversion, interest expense on the notes was $2,939 for the year ended June 30, 2017. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded $44,901 and $0 of interest expense for the years ended June 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. |
Notes Payable Other
Notes Payable Other | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
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 $26,130 on June 30, 2017. For the year ended June 30, 2017, interest expense on this note was $1,755. | 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 $26,130 on June 30, 2017. For the year ended June 30, 2017, interest expense on this note was $1,755. |
Related Party Convertible Notes
Related Party Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Related Party | ||
Related Party Convertible Notes Payable | NOTE 9 – Related Party Convertible Notes Payable As of September 30, 2017 and June 30, 2017, the Company’s related party convertible notes payable were as follows: Interest Rate Term September 30, 2017 June 30, 2017 Related party convertible notes payable 6% 6 mos. - 1 year $ 563,450 $ 493,450 Discount (124,618 ) (227,203) Total $ 438,832 $ 266,247 For the three months ended September 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $191,826 and $82,934, respectively. The Company has determined that the conversion feature embedded in certain of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three months ended September 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. | NOTE 9 – Related Party Notes Payable As of June 30, 2017 and 2016, the Company’s related party convertible notes payable consisted of the following: Interest Rate Term March 31, 2017 June 30, 2016 Related party convertible notes payable 6% 0 - 1 year $ 493,450 $ 298,332 Discount (227,203) (277,602) Total $ 266,247 $ 20,730 The related party convertible notes are convertible to shares of the Company’s common stock at prices ranging from $.01 to 50% of market price. For the years ended June 30, 2017 and 2016, interest expense on these notes, including amortization of the discount, was $337,852 and $16,308, respectively. As of June 30, 2017, Jerry Grisaffi, our former Chairman of the Board, held two notes payable with principal amounts of $200,150 and $184,300. The $200,150 note, which is due on December 19, 2017, converts at 50% of the average of the 3 lowest bid prices of the common stock during the 10 days prior to the conversion. The $184,300 note, which has been renewed through December 30, 2017, is convertible at $.01 with an anti-dilutive clause that becomes effective with any dilution of the Company’s common stock greater than 1% of the shares outstanding at the time of split. Both notes accrue interest at 6%. During the year ended June 30, 2017 the Company made two (nonconvertible) notes payable to Mr. Grisaffi in connection with loans and previously recorded as deferred compensation. The Company repaid $25,000 on these notes during the fourth quarter of 2017. The remaining balance of principal and interest was converted to the $200,150 convertible note payable. Prior to conversion, interest expense on the notes was $2,939 for the year ended June 30, 2017. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded $44,901 and $0 of interest expense for the years ended June 30, 2017 and 2016, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Jun. 30, 2017 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue Disclosure | NOTE 11 – Deferred Revenue In June 2015, the Company entered into an exclusive manufacture and supply agreement with Rodney Peterson (an unrelated third party) or his designee, Rocky Mountain High Canada, Inc. (RMHC) for distribution rights to RMHC. Under the agreement, RMHC was required to pay the Company $500,000 before June 30, 2015 and submit an additional $150,000 prior to a production run of 1,000,000 cans of product covered under the agreement. The Company received $200,000 on July 29, 2015 and $300,000 on August 28, 2015, which was recorded as deferred revenue as of June 30, 2016. The additional $150,000 was not received. The Company filed a breach of contract lawsuit with the objective of recovering outstanding obligations. During the year ended June 30, 2017 the Company settled the case with RMHC and issued 6,800,000 shares of common stock in exchange for the $500,000 already received. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Shareholders' Deficiency | ||
Shareholders' Deficiency | NOTE 12 – Shareholders’ Deficit Common Stock During the year ended June 30, 2017 the Company issued 248,535,354 shares of common stock, including 77,800,687 for convertible notes payable conversions, 46,908,834 for warrant exercises, 29,724,139 for services rendered, 21,634,107 for compensation, 6,800,000 as part of a legal settlement, and 65,667,587 for cash. During the year ended June 30, 2016 the Company issued 101,495,350 shares of common stock for convertible notes payable conversions, the acquisition of Dollar Shots Club, cash purchases, and services rendered. 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. The fair value of the true-up calculation was $67,000 at inception of the agreement and $11,000 as of March 31, 2017. The true-up provision expired on June 29, 2017 with no additional shares being issued. On March 14, 2017, the Board of Directors and holders of a majority of the voting capital stock of the Company approved an amendment to the Company’s Articles of Incorporation to increase its authorized shares of common stock from 800,000,000 to 950,000,000. The Board of Directors fixed March 14, 2017 as the record date for determining the holders of its voting capital stock entitled to notice of these actions and receipt of this Information Statement. The increase in the authorization was effective June 7, 2017. On March 17, 2017, our Board of Directors approved the Rocky Mountain High Brands, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The purpose of the Incentive Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. The Plan provides that up to a maximum of 35,000,000 shares of the Company’s common stock (subject to adjustment) are available for issuance under the Plan. The Board of Directors awards these shares at its sole discretion. Also on March 31, 2017, certain of the Company’s officers and directors returned a total of 25,041,732 shares of common stock to treasury for cancellation. On that same date, these officers and directors were granted an equivalent number of restricted shares of common stock under our 2017 Incentive Plan. The restricted shares so granted may not be transferred, sold, or encumbered until six (6) months from the date of issue. In April and June 2017, a Board member was granted 7,000,000 and 13,000,000 options to purchase common stock, respectively. In May 2017 another Board member was granted 7,000,000 options. An additional 350,000 options were granted to a consultant to the Company in April 2017. All options were granted through the 2017 Incentive Plan. On July 14, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 65,000,000. Preferred Stock On March 14, 2017, the Board of Directors and holders of a majority of the voting capital stock of the Company approved an amendment to the Company’s Articles of Incorporation to increase its authorized shares of preferred stock from 10,000,000 to 20,000,000 of which 10,000,000 have been specifically designated to a series of preferred stock and 10,000,000 remain undesignated. The Board of Directors fixed March 14, 2017 as the record date for determining the holders of its voting capital stock entitled to notice of these actions and receipt of this Information Statement. The increase in the authorization was effective June 7, 2017. Series A Preferred Stock The Company has 1,000,000 shares of Series A Preferred stock authorized and outstanding as of June 30, 2017 and 2016. On March 13, 2017, our Board of Directors approved a Certificate of Designation for our Series A Preferred stock. This document revises and restates the rights, preferences and features of our Series A Preferred stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred stock. Following the filing of the Certificate of Designation, holders of Series A Preferred stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred stock were convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred stock. On July 5, 2017, the Company amended the Certificate of Designation for our Series A Preferred stock. The amendment changes the conversion ratio of our Series A Preferred stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred stock. The amendment was approved by our board directors and the holder of our Series A Preferred stock. On July 24, 2017, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series A Preferred stock that changed the voting rights back to 400 votes for every share of Series A Preferred stock. Series B Preferred Stock The Company has 5,000,000 shares of Series B Preferred stock authorized and none outstanding as of June 30, 2017 and 2016. Series C Preferred Stock The Company amended its Articles of Incorporation on November 13, 2015 to create a Series C Preferred stock, which are 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share has a par value of $.001 and is convertible to 50 shares of common stock. 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 June 30, 2017 and 2016 there were 1,107,607 shares of Series C Preferred shares outstanding. The redemption value of the Series C Preferred stock has been reclassified to current liabilities in accordance with the agreement executed between the Company and the holder of the shares. Series D Preferred Stock The Company amended its Articles of Incorporation on March 21, 2016 to create the Series D Preferred stock class, a non-voting, non-interest bearing convertible preferred stock with a par value of $.001. Each Series D preferred share is convertible to 100 shares of common stock. As of June 30, 2017 and 2016, there are no Series D preferred shares outstanding. Warrants During the year ended June 30, 2017 the Company granted 9,725,000 warrants to purchase common stock and 47,008,834 were exercised. During the year ended June 30, 2016 the Company granted 39,000,000 warrants to purchase common stock and 3,658,914 were exercised. As of June 30, 2017 and 2016, there were 56,934,325 and 94,218,159 warrants outstanding. Options During the fourth quarter of 2017, the Company issued 27,000,000 options to purchase common stock to two new directors. The options have an exercise price ranging from $.035 and $.045 and vested immediately. The Company recognized $1,459,134 as compensation expense. The Company also granted 350,000 options to a vendor at an exercise price of $.045. None of these options had been exercised as of June 30, 2017. There were no options granted or outstanding during fiscal year 2016. The options were valued using the Black-Scholes model using an expected volatility of 114%, expected terms of 2 years, a risk-free interest rate of .84%, and no estimated dividends. | NOTE 12 – Shareholders’ Deficit Common Stock During the year ended June 30, 2017 the Company issued 248,535,354 shares of common stock, including 77,800,687 for convertible notes payable conversions, 46,908,834 for warrant exercises, 29,724,139 for services rendered, 21,634,107 for compensation, 6,800,000 as part of a legal settlement, and 65,667,587 for cash. During the year ended June 30, 2016 the Company issued 101,495,350 shares of common stock for convertible notes payable conversions, the acquisition of Dollar Shots Club, cash purchases, and services rendered. 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. The fair value of the true-up calculation was $67,000 at inception of the agreement and $11,000 as of March 31, 2017. The true-up provision expired on June 29, 2017 with no additional shares being issued. On March 14, 2017, the Board of Directors and holders of a majority of the voting capital stock of the Company approved an amendment to the Company’s Articles of Incorporation to increase its authorized shares of common stock from 800,000,000 to 950,000,000. The Board of Directors fixed March 14, 2017 as the record date for determining the holders of its voting capital stock entitled to notice of these actions and receipt of this Information Statement. The increase in the authorization was effective June 7, 2017. On March 17, 2017, our Board of Directors approved the Rocky Mountain High Brands, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The purpose of the Incentive Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. The Plan provides that up to a maximum of 35,000,000 shares of the Company’s common stock (subject to adjustment) are available for issuance under the Plan. The Board of Directors awards these shares at its sole discretion. Also on March 31, 2017, certain of the Company’s officers and directors returned a total of 25,041,732 shares of common stock to treasury for cancellation. On that same date, these officers and directors were granted an equivalent number of restricted shares of common stock under our 2017 Incentive Plan. The restricted shares so granted may not be transferred, sold, or encumbered until six (6) months from the date of issue. In April and June 2017, a Board member was granted 7,000,000 and 13,000,000 options to purchase common stock, respectively. In May 2017 another Board member was granted 7,000,000 options. An additional 350,000 options were granted to a consultant to the Company in April 2017. All options were granted through the 2017 Incentive Plan. On July 14, 2017 the Board of Directors increased the authorized shares in the 2017 Incentive Plan to 65,000,000. Preferred Stock On March 14, 2017, the Board of Directors and holders of a majority of the voting capital stock of the Company approved an amendment to the Company’s Articles of Incorporation to increase its authorized shares of preferred stock from 10,000,000 to 20,000,000 of which 10,000,000 have been specifically designated to a series of preferred stock and 10,000,000 remain undesignated. The Board of Directors fixed March 14, 2017 as the record date for determining the holders of its voting capital stock entitled to notice of these actions and receipt of this Information Statement. The increase in the authorization was effective June 7, 2017. Series A Preferred Stock The Company has 1,000,000 shares of Series A Preferred stock authorized and outstanding as of June 30, 2017 and 2016. On March 13, 2017, our Board of Directors approved a Certificate of Designation for our Series A Preferred stock. This document revises and restates the rights, preferences and features of our Series A Preferred stock, which consists of 1,000,000 shares, all of which are issued and outstanding. Holders of our Series A Preferred stock were formerly entitled to cast 400 votes for every share held, and shares of Series A Preferred stock were convertible to common stock at a rate of 100 shares of common stock for every share of Series A Preferred stock. Following the filing of the Certificate of Designation, holders of Series A Preferred stock were entitled to cast 1,200 votes for every share held, and shares of Series A Convertible Preferred stock were convertible to common stock at a rate of 1,200 shares of common stock for every share of Series A Preferred stock. On July 5, 2017, the Company amended the Certificate of Designation for our Series A Preferred stock. The amendment changes the conversion ratio of our Series A Preferred stock from 1,200 shares of common stock for every share of Series A Preferred stock to 100 shares of common stock for every share of Series A Preferred stock. The amendment was approved by our board directors and the holder of our Series A Preferred stock. On July 24, 2017, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series A Preferred stock that changed the voting rights back to 400 votes for every share of Series A Preferred stock. Series B Preferred Stock The Company has 5,000,000 shares of Series B Preferred stock authorized and none outstanding as of June 30, 2017 and 2016. Series C Preferred Stock The Company amended its Articles of Incorporation on November 13, 2015 to create a Series C Preferred stock, which are 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share has a par value of $.001 and is convertible to 50 shares of common stock. 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 June 30, 2017 and 2016 there were 1,107,607 shares of Series C Preferred shares outstanding. The redemption value of the Series C Preferred stock has been reclassified to current liabilities in accordance with the agreement executed between the Company and the holder of the shares. Series D Preferred Stock The Company amended its Articles of Incorporation on March 21, 2016 to create the Series D Preferred stock class, a non-voting, non-interest bearing convertible preferred stock with a par value of $.001. Each Series D preferred share is convertible to 100 shares of common stock. As of June 30, 2017 and 2016, there are no Series D preferred shares outstanding. Warrants During the year ended June 30, 2017 the Company granted 9,725,000 warrants to purchase common stock and 47,008,834 were exercised. During the year ended June 30, 2016 the Company granted 39,000,000 warrants to purchase common stock and 3,658,914 were exercised. As of June 30, 2017 and 2016, there were 56,934,325 and 94,218,159 warrants outstanding. Options During the fourth quarter of 2017, the Company issued 27,000,000 options to purchase common stock to two new directors. The options have an exercise price ranging from $.035 and $.045 and vested immediately. The Company recognized $1,459,134 as compensation expense. The Company also granted 350,000 options to a vendor at an exercise price of $.045. None of these options had been exercised as of June 30, 2017. There were no options granted or outstanding during fiscal year 2016. The options were valued using the Black-Scholes model using an expected volatility of 114%, expected terms of 2 years, a risk-free interest rate of .84%, and no estimated dividends. |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Concentrations | ||
Concentrations | NOTE 11– Concentrations During the three months ended September 30, 2017, the Company’s two largest customers accounted for approximately 18% and 7% of sales, respectively. During the three months ended September 30, 2016, the Company’s two largest customers accounted for approximately 81% and 3% of sales, respectively. | NOTE 12 – Concentrations During the year ended June 30, 2017, the Company’s two largest customers accounted for approximately 50% and 7% of sales, respectively. During the year ended June 30, 2016, the Company’s two largest customers accounted for approximately 27% and 26% of sales, respectively. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
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: 2017 2016 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 June 30, 2017 and 2016 consisted of the following: 2017 2016 Deferred Tax Assets Net Operating Losses $ 4,482,000 $ 2,227,000 Less: Valuation Allowance $ (4,482,000) $ (2,227,000) Deferred Tax Assets – Net — — As of June 30, 2017, the Company had approximately $13,184,000 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. | 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: 2017 2016 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 June 30, 2017 and 2016 consisted of the following: 2017 2016 Deferred Tax Assets Net Operating Losses $ 4,482,000 $ 2,227,000 Less: Valuation Allowance $ (4,482,000) $ (2,227,000) Deferred Tax Assets – Net — — As of June 30, 2017, the Company had approximately $13,184,000 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. |
Legal Proceedings
Legal Proceedings | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Commitments | ||
Legal Proceedings | NOTE 14 – Legal Proceedings Please refer to our Annual Report on Form 10-K/A filed October 12, 2017 for information regarding our pending legal proceedings. The following represents an update to the items disclosed in that filing: Claims Against Donna Rayburn On October 6, 2017 the Company executed a Release and Settlement Agreement with Donna Rayburn regarding the litigation between the Company and Ms. Rayburn. Ms. Rayburn released the Company from all claims and returned 10 million stock warrants. Arbitration Claim of Roy J. Meadows Against Rocky Mountain High Brands, Inc. (RMHB) dated February 24, 2016 On October 6, 2017 the Company executed a Release and Settlement Agreement with Roy Meadows (“Meadows Settlement”) regarding the litigation between the parties. As part of the Meadows Settlement, the Company agreed to issue 45 million shares of the Company’s common stock, including 20 million shares issued immediately and 25 million shares to be issued upon the effectiveness of the Company’s increased common share authorization. Mr. Meadows is subject to a “leak-out” formula whereby he is limited in the number of shares he can re-sell if the stock price is below $.06 per share. In connection with this settlement, the Company agreed to an exchange of the Preferred C Stock back to the originating note payable in accordance with the terms of the Exchange Agreement. Mr. Meadows assigned the note to GHS Investments, LLC, (“GHS”) an outside investment group, in exchange for consideration paid to him by GHS. Mr. Meadows released the Company from all claims and returned 55,096,825 stock warrants. 192 nd RMHB filed suit against Dewmar for breach of contract and for an accounting. RMHB is in the process of obtaining a default judgment against Dewmar for its failure to file an answer to the suit. 134 th RMHB filed suit against Lyonpride for fraud and for declaratory relief with respect to a contract between the parties. RMHB seeks monetary damages against said Defendant. 134 th RMHB has filed suit for breach of contract, common law fraud and declaratory relief. Los Angeles Superior Court, BC669367, filed July 24, 2017. Statewide Beverage Company, Inc. v. Rocky Mountain High Brands, Inc. Statewide filed a breach of contract claim, dealing with the same fact issues in the above case of RMHB v Statewide. RMHB still has not been served in this case. Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC. RMHB is seeking the return of Series A Preferred stock and common stock issued to certain defendants or later obtained by certain other defendants for little or no consideration paid to the Company. RMHB alleges the Company’s former Chairman of the Board breached his fiduciary duty to the Company by issuing these shares to himself and others. | NOTE 15 – Legal Proceedings Claims Against Donna Rayburn 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 $197,774, representing return of principal and interested earned during the life of the loan. On February 19, 2016, Rayburn issued an additional demand of interest and penalties totaling $99,488. Rayburn has charged $137,262 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 has claims against Rayburn for violation of Florida Usury Laws. RMHB will seek 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 will also seek to void the warrant for 10,000,000 shares of common stock, which was issued under a voidable note. The amount which RMHB will seek from Rayburn is in excess of $300,000. Arbitration Claim of Roy J. Meadows Against Rocky Mountain High Brands, Inc. (RMHB) dated February 24, 2016 Meadows claims a breach of an exchange agreement dated November 3, 2015. RMHB has denied the breach. Meadows has demanded that RMHB remove him as a Control Person under RMHB’s OTC Markets Disclosure Statement as of December 31, 2015 filed on January 29, 2016. Meadows has rejected the interest payment under the exchange agreement dated January 30, 2016. He has not given an explanation of his rejection. Meadows also demands the exchange of the Series C Preferred back to the original $1,500,000 convertible note. Meadows has initiated arbitration claiming notice of an Arbitration Claim against RMHB. RMHB has objected to this claim, as well as to the arbitration process itself. Meadows seeks damages of $2,947,094. He has further demanded that RMHB comply with an Agreement dated November 16, 2015 which is a part of the litigation described in the disclosure above. This agreement, which was a requirement of Meadows to execute the Exchange Agreement, requires the Company to issue warrants for common stock of 110,760,000 for not redeeming the Series C Preferred Shares by March 24, 2016. On April 4, 2016, RMHB engaged the law firm of Allred Wilcox & Hartley PLLC to act as counsel in defending these claims. As a result of the arbitration, RMHB filed suit in Florida, 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 Meadows Arbitration hearing currently has no date for commencement of the Arbitration hearing. Shortly after the suspension of the Arbitration hearing, on April 20, 2016, false, malicious, and defamatory allegations were asserted by the Shareholder Alert inappropriately released by the Law Office of A.A. McClanahan, Meadow’s attorney. 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. The Amended Suit will deal with the following: RMHB has asserted usury claims in connection with $1,500,000 demand convertible note referenced below in the section pertaining to the Meadows Arbitration Claim. RMHB seeks unspecified monetary damages in connection with the Meadows Note, and further seeks cancellation of warrants for 41,454,851 and 13,641,974 shares of common stock issued to Meadows in connection with the Meadows Note and cancellation of the Meadows Note. During the six months ended December 31, 2015, the Company issued 68,220,350 shares of common stock for the conversion of $104,220 of convertible debt to Roy Meadows and Trinexus, Inc. prior to executing the exchange agreement to Series C preferred stock. RMHB believes that as a result of Meadows’ actions in this suit, the Arbitration is effectively waived and that the Court in Seminole County, Florida will resolve this matter. Meadows has filed a counter claim in this suit for the damages he asserted in the arbitration claim. He has also filed for relief under elderly laws of Florida. 192 nd 134 th 134 th Los Angeles Superior Court, BC669367, filed July 24, 2017 |
Commitments
Commitments | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Commitments | ||
Commitments | NOTE 13 – 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. | 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. Employee Agreements The Company has entered into employment agreements with the following Board members and officers: In 2013, the Company entered into a ten-year employment agreement with Jerry Grisaffi, Chairman of the Board of Directors. Under the agreement, the Company agreed to compensate Mr. Grisaffi at a rate of $125,000 per year and to bonus obligations based on the profitability of the Company. The Company issued 1,000,000 shares of Preferred Series A stock to Mr. Grisaffi under the terms of the agreement. Mr. Grisaffi sold all of his shares of Preferred A stock in 2017 and resigned from the Company’s Board of Directors effective June 30, 2017. In 2014, the Company entered into a five-year employment agreement with David M. Seeberger, Vice President – Legal. Under the agreement, we In January 2016, the Company entered into a five-year employment agreement with Michael Welch, then Chief Financial Officer. Under the agreement, we |
Acquisition
Acquisition | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Acquisition | ||
Acquisition | NOTE 15 – Acquisitions 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 is obtaining 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. | NOTE 16 – Acquisitions 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 is obtaining 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. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Subsequent Events | ||
Subsequent Events. | NOTE 16 – Subsequent Events Between October 1, 2017 and November 13, 2017 the Company issued 103,389,474 shares of common stock, of which 52,000,000 were for debt conversions, 45,000,000 were for a legal settlement, and 6,389,474 were for services rendered. On October 6, 2017 the Company executed a Release and Settlement Agreement with Roy Meadows (“Meadows Settlement”) regarding the litigation between the parties. As part of the Meadows Settlement, the Company agreed to issue 45 million shares of the Company’s common stock, including 20 million shares issued immediately and 25 million shares to be issued upon the effectiveness of the Company’s increased common share authorization. Mr. Meadows is subject to a “leak-out” formula whereby he is limited in the number of shares he can re-sell if the stock price is below $.06 per share. In connection with this settlement, the Company agreed to an exchange of the Preferred C Stock back to the originating note payable in accordance with the terms of the Exchange Agreement. Mr. Meadows assigned the note to GHS Investments, LLC, (“GHS”) an outside investment group, in exchange for consideration paid to him by GHS. Also on October 6, 2017 the Company exchanged that note for a new secured convertible promissory note to GHS with a principal of $1,107,607, a term of nine months, and interest of 10% annually. The new note is convertible to common shares based on a formula with a discount to market price. Mr. Meadows released the Company from all claims and returned 55,096,825 stock warrants. The Company also executed a Release and Settlement Agreement with Donna Rayburn (“Rayburn Settlement”) regarding the litigation between the Company and Ms. Rayburn. Ms. Rayburn released the Company from all claims and returned 10 million stock warrants. On October 12, 2017 the Company executed an Equity Financing Agreement (“EFA”) with GHS. Under the agreement, GHS has committed to purchase up $12 million of the Company’s common stock over a 24-month period at a 20% discount off the market price, as defined in the agreement. The agreement contains certain restrictions on the timing of the stock purchases and requires the Company to file a registration statement with the Securities and Exchange Commission (“SEC”) to register the common shares issuable under the agreement. In conjunction with the EFA, the Company entered into a $250,000 secured convertible promissory note with a term of nine months and bearing interest at 10%. The note is convertible to common shares based on a formula with a discount to market price. On November 2, 2017, the Company entered into a second $250,000 secured convertible promissory note with similar terms after filing a registration statement on Form S-1 with the SEC on November 1, 2017. The Company expects to fund its operational and investing needs through the EFA over the next two years. In October 2017, the Company hired a Chief Commercialization Officer and a Director of Marketing. On October 31, 2017, the Company increased its common stock share authorization to 4,000,000,000. | NOTE 17 – Subsequent Events Between July 1 and September 27. 2017, the Company issued 6,740,928 shares of common stock. Of these shares, 6,240,928 were for debt conversions and 500,000 were cash purchases. On July 28, 2017, we executed an agreement with Eagle Equities, LLC (“Eagle Equities”) to sell up to $500,000 in convertible notes to Eagle Equities. On that same date, we issued a 12-month, convertible note bearing interest at 8% to Eagle Equities in exchange for funding $220,000, net of fees. The note is convertible to common stock at a 45% discount to market based on a look-back formula. The Company has the ability to obtain additional funding of $220,000 by issuing another convertible note to Eagle Equities eight months from the date of the original note. On September 19, 2017, the Board of Directors approved a new Series E Preferred stock. Holders of Series E Preferred stock are entitled to cast 2,000 votes per share of Series E Preferred stock on any proposal to increase our authorized capital stock, with no other voting rights. Upon effectiveness of an increase in our authorized capital stock, all shares of Series E Preferred stock will convert to common stock on a 1 for 1 basis. On the same day, the Board granted our Chairman 789,474 shares of Series E Preferred stock as payment for his deferred compensation. Also on September 19, 2017, the Board of Directors and holders of a majority of the voting capital stock of the Company, approved an amendment to the Company’s Articles of Incorporation to increase its authorized shares of common stock to 4,000,000,000. The increase is expected to be effective in October 2017. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Significant Accounting Policies (Policies): | ||
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 Companys estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Companys estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | 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 Companys estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Companys estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended September 30, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K/A for the year ended June 30, 2017 filed with the SEC on October 12, 2017. | |
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. | 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. | 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 use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. 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. | 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 use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. 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. |
Inventories | Inventories Inventories, which consist only of the Company’s 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 inventories are written down to their 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. | Inventories Inventories, which consist only of the Company’s 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 inventories are written down to their 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 1 — quoted prices in active markets for identical assets or liabilities. • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and 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, 2017 $ 5,072,579 Issued during the three months ended September 30, 2017 $ 443,482 Exercises/Conversions $ (112,511) Change in fair value recognized in operations $ (1,813,249) Balance, September 30, 2017 $ 3,590,301 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of September 30, 2017: Estimate Dividends None Expected Volatility 127.3% Risk-Free Interest Rate 1.06% Expected Term .1-1.8 years | 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 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instruments is as follows: Balance, June 30, 2015 $ 11,504,057 Issued during the year ended June 30, 2016 3,887,618 Converted during the year ended June 30, 2016 $ (2,102,681 ) Change in fair value recognized in operations $ (11,071,250 ) Balance, June 30, 2016 $ 2,217,744 Issued during the year ended June 30, 2017 $ 1,383,650 Exercises/Conversions $ (479,834 ) Change in fair value recognized in operations $ 1,951,019 Balance, June 30, 2017 $ 5,072,579 The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of June 30, 2017 and June 30, 2016: 2017 2016 Estimated Dividends None None Expected Volatility 114% 45% Risk Free Interest Rate .84% .12% Expected Term .1 to 2.0 years .1 to 5.5 years |
Property and Equipment | 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. | 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 | Impairment of Long-Lived Assets The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the three months ended September 30, 2017 and September 30, 2016. | Impairment of Long-Lived Assets The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. |
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 to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. | 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 to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. |
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. | 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, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit. | 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, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit). |
Advertising | Advertising Advertising and marketing expenses are charged to operations as incurred. | 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 entity’s 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 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. | 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 entity’s 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 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Unless otherwise noted, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable with other public companies. In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business |
Significant Accounting Polici27
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
change in level 3 | Balance, June 30, 2017 $ 5,072,579 Issued during the three months ended September 30, 2017 $ 443,482 Exercises/Conversions $ (112,511) Change in fair value recognized in operations $ (1,813,249) Balance, September 30, 2017 $ 3,590,301 | Balance, June 30, 2015 $ 11,504,057 Issued during the year ended June 30, 2016 3,887,618 Converted during the year ended June 30, 2016 $ (2,102,681 ) Change in fair value recognized in operations $ (11,071,250 ) Balance, June 30, 2016 $ 2,217,744 Issued during the year ended June 30, 2017 $ 1,383,650 Exercises/Conversions $ (479,834 ) Change in fair value recognized in operations $ 1,951,019 Balance, June 30, 2017 $ 5,072,579 |
The estimated fair value of the derivative instruments | Estimate Dividends None Expected Volatility 127.3% Risk-Free Interest Rate 1.06% Expected Term .1-1.8 years | 2017 2016 Estimated Dividends None None Expected Volatility 114% 45% Risk Free Interest Rate .84% .12% Expected Term .1 to 2.0 years .1 to 5.5 years |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | ||
Inventory | September 30, 2017 June 30, 2017 Finished inventory $ 186,587 $ 216,711 Raw materials and packaging 8,776 7,984 Total $ 195,363 $ 224,695 | June 30, 2017 June 30, 2016 Finished inventory $ 216,711 $ 290,368 Raw materials and packaging 7,984 — Total $ 224,695 $ 290,368 |
Prepaid Expenses and Other Cu29
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expenses | September 30, 2017 June 30, 2017 Prepaid officers’ compensation $ 483,532 $ 521,916 Prepaid directors’ compensation 176,648 206,090 Prepaid marketing expenses — 19,250 Other prepaid expenses and current assets 22,255 27,082 Total $ 682,435 $ 774,338 | 2017 2016 Prepaid officers’ compensation $ 521,916 $ 1,334,261 Prepaid directors’ compensation 206,090 323,855 Prepaid marketing expenses 19,250 33,000 Other prepaid expenses and current assets 27,082 25,435 Total $ 774,338 $ 1,716,551 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Notes to Financial Statements | ||
[custom:PropertyAndEquipment] | September 30, 2017 June 30, 2017 Vehicles $ 29,598 $ 29,598 Furniture and equipment 42,055 41,042 Personal computers 2,379 3,315 74,032 73,955 Less: accumulated depreciation 30,302 25,822 Total $ 43,730 $ 48,133 | June 30, 2017 June 30, 2016 Vehicles $ 29,598 $ 112,817 Furniture and equipment 41,042 343 Personal computers 3,315 1,170 73,955 114,330 Less: accumulated depreciation 25,822 22,122 Total $ 48,133 $ 92,208 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | ||
Convertible Notes Payable | Interest Rates Term September 30, 2017 June 30, 2017 Convertible notes payable 6% - 12% 0 -2 year $ 1,310,000 $ 1,115,000 Discount (527,901 ) (381,747) Total $ 782,099 $ 733,253 | Interest Rates Term June 30, 2017 June 30, 2016 Convertible notes payable 6% - 12% 0 - 2 years $ 1,115,000 $ 597,500 Discount (381,747) — Total $ 733,253 $ 597,500 |
Related Party Convertible Not32
Related Party Convertible Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Notes to Financial Statements | ||
Related Party Convertible Notes Payable | Interest Rate Term September 30, 2017 June 30, 2017 Related party convertible notes payable 6% 6 mos. - 1 year $ 563,450 $ 493,450 Discount (124,618 ) (227,203) Total $ 438,832 $ 266,247 | Interest Rate Term March 31, 2017 June 30, 2016 Related party convertible notes payable 6% 0 - 1 year $ 493,450 $ 298,332 Discount (227,203) (277,602) Total $ 266,247 $ 20,730 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Notes to Financial Statements | ||
Related Party Convertible Notes Payable | Interest Rate Term September 30, 2017 June 30, 2017 Related party convertible notes payable 6% 6 mos. - 1 year $ 563,450 $ 493,450 Discount (124,618 ) (227,203) Total $ 438,832 $ 266,247 | Interest Rate Term March 31, 2017 June 30, 2016 Related party convertible notes payable 6% 0 - 1 year $ 493,450 $ 298,332 Discount (227,203) (277,602) Total $ 266,247 $ 20,730 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2016 | |
Income Taxes {3} | ||
Schedule of Deferred Tax Assets and Liabilities | Deferred Tax Assets September 30, 2017 June 30, 2017 Net Operating Losses $ 4,700,000 $ 4,482,000 Less: Valuation Allowance $ (4,700,000) $ (4,482,000) Deferred Tax Assets - Net — — | 2017 2016 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 | Three Months Ended September 30, 2017 September 30, 2016 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% | Net Operating Losses $ 4,482,000 $ 2,227,000 Less: Valuation Allowance $(4,482,000) $(2,227,000) Deferred Tax Assets – Net — — |
Level 3 Financial Instrument Na
Level 3 Financial Instrument Narrative (Details) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Level 3 Financial Instrument Narrative Details | |
Opening Balance of Financial Instrument | $ 5,072,579 |
Stock issued | 443,482 |
Exercises | (112,511) |
Change in fair value recognized in operations | (1,813,249) |
Closing Balance of Finacial Instrument | $ 3,590,301 |
Estimated Fair Value Of Derivat
Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details) | Sep. 30, 2017USD ($) |
Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model | |
Estimated Dividends | $ 0 |
Expected Volatility | 127.30% |
Risk Free Interest Rate | 1.06% |
Expected Term in years Minimum | 0.1 |
Expected Term in years Maximum | 1.8 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2017 | Nov. 01, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | |
Going Concern Details | ||||
Shareholders deficit | $ 6,446,224 | $ 5,642,854 | ||
Accumulated deficit | $ 25,469,361 | $ 26,988,875 | ||
Option to Purchase Series A Preferred Stock | 10000.00% | |||
Period of financing agreement | 24 months | |||
Term of Promissory Note | 9 months | |||
Shares registered in Offering | 300,000,000 | |||
Price Per Share | 2.00% | |||
Total Offering | $ 6,000,000 | |||
Period offering meets Company needs | 2 years |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Inventory Disclosure [Abstract] | |||
Finished Inventory | $ 186,587 | $ 216,711 | $ 290,368 |
Raw Materials and Packaging | 8,776 | 7,984 | 0 |
Total Inventory | $ 195,363 | $ 224,695 | $ 290,368 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Notes to Financial Statements | |||
Prepaid Officers Compensation | $ 485,532 | $ 521,916 | $ 1,334,261 |
Prepaid Directors Compensation | 176,648 | 206,090 | 323,855 |
Prepaid Marketing Expenses | 19,250 | 33,000 | |
Other Prepaid Expenses and Current Assets | 22,255 | 27,082 | 25,435 |
Total | $ 682,435 | $ 774,338 | $ 1,716,551 |
Property And Equipment (Details
Property And Equipment (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Property And Equipment Details | |||
Vehicles | $ 29,598 | $ 29,598 | $ 112,817 |
Furniture and Equipment | 42,055 | 41,042 | 343 |
Personal computer book value | 2,379 | 3,315 | 1,170 |
Subtotal | 74,032 | 73,955 | 114,330 |
Less Accumulated Depreciation | 30,302 | 25,822 | 22,122 |
Total | $ 43,730 | $ 48,133 | $ 92,208 |
Property and Equipment (Detai41
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 4,584 | $ 11,659 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Sep. 18, 2016 | Jun. 30, 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% | |
Impairment on Investment | $ 166,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Convertible Notes Payable Details | ||||
Convertible Notes Payable | $ 1,310,000 | $ 1,115,000 | $ 597,500 | |
Convertible notes of term in years minimum | 0 | 0 | ||
Convertible notes of term in years maximum | 2 | 2 | ||
Convertible notes interest rate minimum | 6.00% | 6.00% | ||
Convertible notes interest rate maximum | 12.00% | 12.00% | ||
Discount | $ (527,901) | $ (381,747) | ||
Total | 782,099 | 733,253 | 597,500 | |
Amortization of the Discount | 124,584 | $ 29,089 | 172,594 | 26,762 |
Interst Expense | $ 101,587 | $ 0 | $ 222,127 | $ 0 |
Conversion Rate Minmimum | 1.00% | |||
Conversion Rate Maximum | 50.00% |
Related Party Notes Payable (De
Related Party Notes Payable (Details) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Related Party Details | |
Related Party Convertible Notes Payable | $ 493,450 |
Interest Rate | 6.00% |
Term Minimum | 0 |
Term Maximum | 1 year |
Discount | $ (227,203) |
Total | $ 266,247 |
Related Party Notes (Details Na
Related Party Notes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Notes to Financial Statements | ||||
Interest Expense | $ 191,826 | $ 82,934 | $ 44 | $ 16,308 |
Note Payable 1 held by chairman | 200,150 | |||
Note Payable 2 Held by Charmain | $ 184,300 | |||
Conversion Rate | $ .50 | |||
Due Date of Note 1 | Dec. 19, 2017 | |||
Due Date of Note 2 | Dec. 30, 2017 | |||
Company Repayment to chairman | $ 25,000 | |||
Conversion of interest | 200,150 | |||
Interest Expense of Notes | 2,939 | |||
Company Intest Expense from Notes | $ 44,901 | $ 0 |
Notes Payable Other (Details Na
Notes Payable Other (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | 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 | $ 23,164 | $ 26,130 | ||
Interest Expense | $ 377 | $ 183 | $ 1,755 |
Related Party Convertible Not47
Related Party Convertible Notes Payable (Details) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Related Party Details | |
Related Party Convertible Notes Payable | $ 563,450 |
Interest Rate | 6.00% |
Term Minimum | 6 months |
Term Maximum | 1 year |
Discount | $ (124,618) |
Total | $ 438,832 |
Related Party Convertible Not48
Related Party Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Notes to Financial Statements | ||||
Interest Expense | $ 191,826 | $ 82,934 | $ 44 | $ 16,308 |
Deferred Revenue (Details)
Deferred Revenue (Details) | Jun. 30, 2017shares | Aug. 28, 2016USD ($) | Jul. 29, 2016USD ($) | Jun. 30, 2016USD ($) |
Deferred Revenue [Abstract] | ||||
RMHC was required to pay the company for distribution rights | $ 500,000 | |||
RMHC was required to submit an additional payment prior to the production run | $ 150,000 | |||
Cans of product covered under the agreement | 1,000,000 | |||
Company received an amount and recorded as deferred revenue | $ 300,000 | $ 200,000 | ||
Shares issued for settlement of case | shares | 6,800,000 | |||
Shares already received | shares | 500,000 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) - USD ($) | May 15, 2017 | Apr. 15, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 17, 2017 | Dec. 29, 2016 | Nov. 16, 2015 |
Common Stock Details | ||||||||
Shares of Common Stock Issued for Convertible Notes | 248,535,354 | 101,495,350 | ||||||
Convertible Notes Payable Conversion | 77,800,687 | |||||||
Warrant Exercises | 46,908,834 | |||||||
Services Rendered | 29,724,139 | |||||||
Compensation | 21,634,107 | |||||||
Legal Settlement | 6,800,000 | |||||||
Shares Issued for Cash | 65,667,587 | |||||||
Securities Purchase Agreement | 1,000,000 | |||||||
Reserve of Shares of Common Stock | 10,000,000 | |||||||
Fair Value of True Tip | $ 11,000 | $ 67,000 | ||||||
Maximum Number of Shares Available for Issuance under Plan | 35,000,000 | |||||||
Shares Returned for Cancellation | 25,041,732 | 25,041,732 | ||||||
Restriction Preiod of Shares Granted | 6 months | |||||||
Common Stock Before Increase | $ 800,000,000 | |||||||
Common Stock After Increase | 950,000,000 | |||||||
Board Member Grabted Shares | 7,000,000 | 7,000,000 | 13,000,000 |
Common and Preferred Stock (D51
Common and Preferred Stock (Details Narrative) - shares | 3 Months Ended | ||
Sep. 30, 2017 | Jul. 14, 2017 | Jun. 30, 2016 | |
Common Stock Details | |||
Common Stock Authorized | 950,000,000 | 950,000,000 | |
Common Stock Issued | 6,740,928 | ||
Convertible Notes Payable Conversion | 6,240,928 | ||
Increase of Shares in Incentive Plan | 65,000,000 | ||
Preferred Stock Authorized | 20,000,000 | ||
Designated Preferred | 10,000,000 | ||
Undesignated Preferred | 10,000,000 | ||
Shares Issued for Cash | 500,000 |
Series A Preferred Stock (Detai
Series A Preferred Stock (Details) - $ / shares | Sep. 30, 2017 | Jul. 24, 2017 | Jul. 05, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Nov. 16, 2015 |
Series C Preferred Stock | ||||||
Series A Preferred Stock Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||
Formerly entitled to vote rate | $ 1,200 | $ 100 | ||||
Common Stock conversion to preferred stock rate | 400 | 100 | ||||
current entitled to vote rate | $ 400 | $ 1,200 | ||||
Increase in Authorized Shares of Preferred Stock | 10,000,000 |
Series B Preferred (Details)
Series B Preferred (Details) - shares | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Notes to Financial Statements | |||
Series B Authorized Stock | 5,000,000 | 5,000,000 | 5,000,000 |
Shares Oustanding Series B | 0 | 0 | 0 |
Series C Preferred Stock (Detai
Series C Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2017 | Jul. 05, 2017 | Nov. 16, 2015 | |
Series C Preferred Stock | ||||
Series C Preferred Authorized | 2,000,000 | |||
Date Articles of Incorporation Amended | Nov. 13, 2015 | Nov. 13, 2015 | ||
Series C Preferred Shares bears interest at a rate per annum | 12.00% | 12.00% | 110760700.00% | |
Holder converted note and interest in exchange for same number of Preferred C Shares. | $ 100 | |||
Company issued shares of common stock to acquire assets of Dollar Shots Club | 1,200 | |||
Each Series C Preferred Share can be converted in to Shares of Common Stock | 50 | 10,000,000 | ||
Shares Outstanding | 1,107,607 |
Series D Preferred Stock (Detai
Series D Preferred Stock (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | |
Notes to Financial Statements | ||
Date Articles of Incorporation Amended | Mar. 21, 2016 | |
Series D Preferred Authorized | 2,000,000 | |
Series Conversion Rate | $ 100 | $ 100 |
Shares Oustanding | 0 | 0 |
Series E Preferred Stock (Detai
Series E Preferred Stock (Details Narrative) - $ / shares | 3 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Notes to Financial Statements | ||
Series E Preferred Stock Created | Sep. 19, 2017 | |
Votes per share entiled to cast | $ 2,000 | |
Convertible to Common Stock on basis per share | $ 1 | |
Series E Stock Granted to Chairman | 789,474 | |
Welch Converted Series E | 789,474 | |
Welch Common stock upon conversion | 789,474 |
Warrants (Details)
Warrants (Details) - shares | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Notes to Financial Statements | |||
Common Stock Warrants Granted | 0 | 9,725,000 | 39,000,000 |
Common Stock Warrants exercised | 0 | 47,008,834 | 3,658,914 |
Warrants Oustanding | 56,934,325 | 94,218,159 | |
Warrants Cancelled | 1,187,500 | ||
Options Granted to purchase Common stock | 650,000 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Concentrations Details | ||||
Company's two largest customers percent accounted of sales number one | 18.00% | 81.00% | 50.00% | 27.00% |
Company's two largest customers percent accounted of sales number two | 7.00% | 3.00% | 7.00% | 26.00% |
Reconciliation of income tax be
Reconciliation of income tax benefit (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of income tax benefit Details | ||||
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 allowance | 34.00% | 34.00% | 34.00% | 34.00% |
Income tax provision (benefit) | 0.00% | 0.00% | 0.00% | 0.00% |
Net deferred tax liability (Det
Net deferred tax liability (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Net deferred tax liability Details | |||
Net Operating Losses | $ 4,700,000 | $ 4,482,000 | $ 2,227,000 |
Less: Valuation Allowance | (4,700,000) | (4,482,000) | $ (2,227,000) |
Deferred Tax Assets - Net | $ 0 | $ 0 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Income Tax | ||
Company had federal and state net operating loss carryovers | $ 13,900,000 | $ 13,187,000 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 01, 2016 | |
Commitments Details | |||
Term of Lease | 3 years | 3 years | |
Monthly Payment Year One | $ 7,715 | ||
Monthly Payments Year Two | 7,972 | ||
Monthly Payments Year Three | $ 8,229 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Jan. 01, 2017 | Jan. 01, 2015 | Dec. 31, 2014 |
Commitments Details | |||
Company agreed to compensate to Employees plus bonus | $ 150,000 | $ 125,000 | $ 120,000 |
Company issued shares of Preferred Series A stock to Mr. Grisaffi under the terms of the agreement | 2,000,000 | ||
Company agreed to compensate Mr. Shuman bonus obligations based on the profitability of the Company | $ 120,000 | ||
Company issued shares of common stock | 10,000,000 | 1,000,000 |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) | 3 Months Ended | 15 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Oct. 06, 2017 | Feb. 04, 2016 | |
Date Annual Report Filed regarding pending legal proceedings | Oct. 12, 2017 | |||
Release Settlement Executed with Donna Rayburn | Oct. 6, 2017 | |||
Stock Warrants returned by Rayburn | 10,000,000 | |||
Common Stock Issued for Meadows Settlement | 45,000,000 | |||
Issued Immediately | 20,000,000 | |||
Issued upon increase of authorized | 25,000,000 | |||
Stock Price Limit to re-sell shares | $ 0.06 | |||
Stock Warrants Returned | $ 55,096,825 | |||
Rodney Peterson | ||||
Shares Issued to settle claims | 6,800,000 | |||
Roy Meadows | ||||
Date Claims Asserted Regarding Meadows Case | Apr. 20, 2016 |
Acquisition (Details)
Acquisition (Details) - USD ($) | Jul. 27, 2016 | Nov. 16, 2015 |
Acquisition Details | ||
Cash paid for acquisition | $ 22,500 | |
Warrant issued for acquisition | 500,000 | |
Exercise Price of Warrant | 3.00% | |
Agreement amendmed for new voting interest | 75.00% | |
Poafpbybitty interest | 51.00% | |
Goodwill | $ 49,911 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Nov. 13, 2017 | Sep. 30, 2017 | Nov. 02, 2017 | Oct. 31, 2017 | Oct. 12, 2017 | Oct. 06, 2017 | |
Accounting Policies [Abstract] | ||||||
Shares of Common Stock Issued | 103,389,474 | |||||
Common Stock issued for debt conversions | 52,000,000 | |||||
Common Stock Issued for Services Rendered | 6,389,474 | |||||
Common Stock Issued for Legal Settlement | 45,000,000 | |||||
Common Stock Issued for Meadows Settlement | 45,000,000 | |||||
Issued Immediately | 20,000,000 | |||||
Issued upon increase of authorized | 25,000,000 | |||||
Stock Price Limit to re-sell shares | $ 0.06 | $ 0.06 | ||||
GHS Note Term | 9 months | |||||
GHS note interest | $ 0.10 | |||||
Stock Warrants Returned | $ 55,096,825 | |||||
Ms Rayburn Stock Warrants Returned | 10,000,000 | |||||
Common Stock Authorized Increase | 4,000,000,000 | |||||
GHS Investments to purchase in stock | $ 12,000,000 | |||||
Period of financing agreement | 24 months | 24 months | ||||
Discount off market price | 20.00% | |||||
Secured Convertible Promissory Note | $ 250,000 | $ 250,000 | ||||
Term of Promissory Note | 9 months | 9 months | ||||
Interest Rate | 10.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | ||
Aug. 27, 2017 | Aug. 19, 2017 | Jul. 28, 2017 | |
Accounting Policies [Abstract] | |||
Shares granted to chairman | $ 789,474 | ||
Increase in authorized Shares | 4,000,000,000 | ||
Term to Convert | 100.00% | ||
Common Stock Issued | 6,740,928 | ||
Shares issued for Conversions | 6,240,928 | ||
Cash Purchases | 500,000 | ||
Agreement with Eagle to seel convertible notes | $ 500,000 | ||
Fees Funded by Eagle | 220,000 | ||
Additional Funding to be obtained | $ 220,000 | ||
Series E Votes | $ 2,000 |
Uncategorized Items - rmhb-2017
Label | Element | Value |
Balances. | rmhb_Balances | (7,304,278) |
Additional Paid-In Capital | ||
Balances. | rmhb_Balances | 18,062.830 |
Preferred Stock A | ||
Balances. | rmhb_Balances | 1,000,000 |
EndingSharesAmount | rmhb_EndingSharesAmount | $ 1,000 |
Retained Earnings / Accumulated Deficit | ||
Balances. | rmhb_Balances | (26,154,633) |
Common Stock | ||
Balances. | rmhb_Balances | 786,525,118 |
Amount Balance | rmhb_AmountBalance | $ 786,525 |
EndingSharesAmount | rmhb_EndingSharesAmount | $ 786,525,118 |