Summary of Significant Accounting Policies (Policies)
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6 Months Ended |
Dec. 31, 2020 |
Accounting Policies [Abstract] |
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Interim Financial Statements |
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Interim
Financial Statements |
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These
unaudited condensed consolidated financial statements for the six (6) months ended December
31, 2020 and 2019, respectively, reflect all adjustments including normal recurring adjustments,
which, in the opinion of management, are necessary to present fairly the financial position,
results of operations and cash flows for the periods presented in accordance with the
accounting principles generally accepted in the United States of America.
These
interim unaudited condensed consolidated financial statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto for the years ended June 30, 2020 and 2019, respectively, which are
included in the Company's June 30, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange
Commission on October 13, 2020. The Company assumes that the users of the interim financial information herein have read, or
have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional
disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six
months ended December 31, 2020 are not necessarily indicative of results for the entire year ending June 30,
2021.
We
made certain reclassifications to prior period amounts to conform with the current year's presentation. These reclassifications
did not have a material effect on our condensed consolidated statement of financial position, results of operations or
cash flows.
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Use of Estimates |
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Use
of Estimates |
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The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization,
the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible
notes for BCF and derivative liability, among others. |
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Cash and Cash Equivalents |
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Cash and Cash Equivalents |
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The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation ("FDIC") covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits.
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Fair Value of Financial Instruments |
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Fair
Value of Financial Instruments |
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Statement
of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the
Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial
position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
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Inventories |
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Inventories |
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Inventories
consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions
for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period
spoilage is incurred. The Company has no minimum purchase commitments with its vendors. |
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Advertising Costs |
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Advertising
Costs |
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Advertising costs are expensed when incurred and are included
in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many
as "advertising costs", the Company includes expenses related to graphic design work, package design, website design,
domain names, and product samples in the category of "advertising costs". The Company recorded advertising costs of
$252,325 and $661,633 for the six months ended December 31, 2020 and 2019, respectively. The Company recorded advertising
costs of $67,036 and $463,363 for the three months ended December 31, 2020 and 2019, respectively. Further, as discussed
on footnote 3, due to reclassification, $458,639 in expenses were reversed and set off with the advertising costs incurred during
2019." |
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Income Taxes |
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Income
Taxes |
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The
Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. |
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Deferred
income taxes are reported for timing differences between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which
requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax
effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
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A
valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely
than not that the assets will be utilized. |
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The
Company's effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent
and temporary timing differences as well as a valuation allowance. |
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Revenue Recognition |
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Revenue
Recognition |
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The
Company generates its revenue by selling its nighttime snack products wholesale to retailers and wholesalers. |
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All
sources of revenue are recorded pursuant to FASB Topic 606 Revenue Recognition, to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate
the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies
a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty
of revenue and cash flows arising from contracts with customers. |
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The
Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company
records certain advertising related credits with customers as a reduction to revenue as no identifiable benefit is received
in exchange for credits claimed by the customer. |
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The
Company revenue from contracts with customers provides that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services.
The
Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected
to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying
product revenue. As this policy election is in line with the Company's previous accounting practices, the treatment
of shipping and handling activities under FASB Topic 606 did not have any impact on the Company's results of operations,
financial condition and/or financial statement disclosures.
The
adoption of ASC 606 did not result in a change to the accounting for any of the Company's revenue streams that are
within the scope of the amendments. The Company's services that fall within the scope of ASC 606 are recognized
as revenue as the Company satisfies its obligation to the customer.
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In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating
to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein,
beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC
606") during the first quarter of fiscal 2019 using the full retrospective method. |
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Management
reviewed ASC 606-10-32-25 which states "Consideration payable to a customer includes cash amounts that an entity
pays, or expects to pay, to the customer (or to other parties that purchase the entity's goods or services from the
customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that
can be applied against amounts owed to the entity (or to other parties that purchase the entity's goods or services
from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price
and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described
in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer
includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable
consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13." |
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If
the consideration payable to a customer is a payment for a distinct good service, then in accordance with ASC 606-10-32-26,
the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, "if
the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity
receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the
entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all
of the consideration payable to the customer as a reduction of the transaction price." |
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Under ASC 606-10-32-27, if the consideration payable
to a customer is accounted for as a reduction of the transaction price, "an entity shall recognize the reduction of revenue
when (or as) the later of either of the following events occurs: |
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a) |
The entity recognizes revenue for the transfer of
the related goods or services to the customer. |
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b) |
The entity pays or promises to pay the consideration
(even if the payment is conditional on a future event). That promise might be implied by the entity's customary business
practices." |
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Management reviewed each arrangement to determine if
each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment
as a reduction of revenue. |
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The
Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy
election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers
are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount
accrued within cost of sales for amounts paid to applicable carriers. |
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Concentration of Credit Risk |
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Concentration
of Credit Risk |
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Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at
financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate
this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of
loss is minimal. At December 31, 2020 and June 30, 2020, the Company did not have any uninsured cash deposits. |
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Beneficial Conversion Feature |
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Beneficial
Conversion Feature |
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For
conventional convertible debt where the rate of conversion is below market value, the
Company records any "beneficial conversion feature" ("BCF") intrinsic
value as additional paid in capital and related debt discount.
When
the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of
the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying
debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
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Debt Issue Costs |
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Debt
Issue Costs |
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The
Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not
or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the
statement of operations as amortization of debt discount. |
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Original Issue Discount |
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Original
Issue
Discount |
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If
debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face
amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount.
If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
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Valuation of Derivative Instruments |
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Valuation
of Derivative Instruments |
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ASC
815 "Derivatives and Hedging" requires that embedded derivative instruments be bifurcated and assessed, along
with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting
purposes. In determining the appropriate fair value, the Company uses the Trinomial Tree option pricing formula. Upon conversion
of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company
records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or
loss on derivative liability under the line item "change in derivative liability". |
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Derivative Financial Instruments |
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Derivative
Financial Instruments |
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The
Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company
evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in
the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires
bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and
measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Trinomial
Tree option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host
instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.
If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these
instruments as derivative financial instruments. |
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Once
determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or
decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market
value of derivative liabilities. |
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Stock-Based Compensation |
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Stock-Based
Compensation |
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The
Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based
payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense
over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period
in which the related services are rendered at their fair value. The Company applies ASC 718, "Equity Based Payments
to Non-Employees", with respect to options and warrants issued to non-employees. |
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Customer Concentration |
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Customer
Concentration |
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During
the six months ended December 31, 2020, the Company had one customer account for approximately
33% of the gross sales. One other customer accounted for approximately 19% of gross sales,
and one other customer accounted for over 10% of gross sales. During the six months ended
December 31, 2019, one customer accounted for approximately 34% of the gross sales while
two other customers accounted for over 10% of gross sales.
During the three months ended December
31, 2020, the Company had one customer account for approximately 25% of the gross sales. One other customer accounted for approximately
20% of gross sales, and two other customers accounted for over 10% of gross sales. During the three months ended December 31,
2019, one customer accounted for approximately 34% of the gross sales while three other customers accounted for over 10% of gross
sales.
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Vendor Concentration |
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Vendor Concentration |
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During the three-month period ended December
31, 2020, no vendors accounted for more than 10% of our operating expenses. During the six-month ended December 31, 2020, one vendor
accounted for more than 10% of our operating expenses.
During the three-month period ended December
31, 2019, one vendor accounted for more than 10% of our operating expenses. During the six-month ended December 31, 2019, two vendors
accounted for more than 10% of our operating expenses.
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Receivables Concentration |
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Receivables
Concentration |
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As
of December 31, 2020, the Company had receivables due from eight customers. Five of which each accounted for 10%
of the total balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for
over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. |
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Income/Loss Per Share |
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Income/Loss Per Share |
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Net income/loss per share data for both the three and six-month periods ending December 31, 2020 and 2019, are based on net income/loss available to common shareholders divided by the weighted average of the number of common shares outstanding. The Company does not present a diluted Earnings per share as the convertible debt and interest that is convertible into shares of the Company's common stock would not be included in this computation, as the Company is generating a loss and therefore these shares would be antidilutive. |
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Impairment of Long-lived Assets |
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Impairment of Long-lived Assets |
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The Company accounts for long-lived assets
in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires
that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less
costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals,
as applicable.
During the period ended December 31, 2020 and
2019, the Management determined and impaired $-0- and $-0-, respectively as impairment on intangible asset
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Reclassification |
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Reclassification |
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The
Company may make certain reclassifications to prior period amounts to conform with the current year's presentation.
These reclassifications did not have a material effect on its consolidated statement of financial position, results of operations
or cash flows.
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Recent Accounting Pronouncements |
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Recent
Accounting Pronouncements |
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In
January 2016, the FASB issued ASU 2016-01,Financial Instruments – Overall (Subtopic 825-10) – Recognition
and Measurement of Financial Assets and Financial Liabilities, which requires all investments in equity securities with
readily determinable fair value to be measured at fair value with changes in the fair value recognized through net income
(other than those accounted for under the equity method of accounting or those that result in consolidation of the investee).
ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements
with more decision-useful information and removes the requirement to disclose the methods and significant assumptions
used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. For public
companies, the new standard is effective for annual periods beginning after December 15, 2017, including interim periods
within the fiscal year. For all other entities, including emerging growth companies, ASU 2016-01 is effective for annual
periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.
The Company evaluated the impact on the financial statements and implemented the provisions of ASU 2016-01 for the annual
financial statements for the year ended June 30, 2020. This new standard did not have a material impact on our financial
statements or related disclosures.
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In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended
the guidance relating largely to transition considerations under the standard in January
2017, to increase transparency and comparability among organizations by requiring the
recognition of right-of-use ("ROU") assets and lease liabilities on the balance
sheet. Most prominent among the changes in the standard is the recognition of ROU assets
and lease liabilities by lessees for those leases classified as operating leases under
current U.S. GAAP. Under the standard, disclosures are required to meet the objective
of enabling users of financial statements to assess the amount, timing, and uncertainty
of cash flows arising from leases. We will be required to recognize and measure leases
existing at, or entered into after, the beginning of the earliest comparative period
presented using a modified retrospective approach, with certain practical expedients
available.
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standard became effective for us beginning July 1, 2019. We have reviewed this and have determined that there is no material
impact on our financial statements.
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In
July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and
Hedging, which changes the accounting and earnings per share for certain instruments with down round features. The amendments
in this ASU should be applied using a cumulative-effect adjustment as of the beginning of the fiscal year or retrospective
adjustment to each period presented and is effective for annual periods beginning after December 15, 2018, and interim periods
within those periods. We adopted this guidance effective July 1, 2019. The adoption of this guidance did not materially impact
our financial statements and related disclosures. |
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In
February 2018, the Financial Accounting Standards Board ("FASB") issued ASC Update No 2018-02 (Topic 220) Income
Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated
other comprehensive income ("AOCI") resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA").
The updated guidance is effective for interim and annual periods beginning after December 15, 2018. We adopted
this guidance effective July 1, 2019. The adoption of this guidance did not materially impact our financial statements and
related disclosures. |
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In
June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic
718 to include share-based payment transactions for acquiring goods and services from
nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments
to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment
awards are measured at the grant date fair value on the grant date The probability of
satisfying performance conditions must be considered for equity-classified nonemployee
share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal
years beginning after December 15, 2018, with early adoption permitted. We adopted this
guidance effective July 1, 2019. The adoption of this guidance did not materially impact
our financial statements and related disclosures.
In
July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments
in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance
with effective dates for annual periods beginning after December 15, 2018. We adopted this guidance effective July 1,
2019. The adoption of this guidance did not materially impact our financial statements and related disclosures.
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In August 2020, the FASB issued ASU 2020-06 to simplify the
current guidance for convertible instruments and the derivatives scope exception for contracts in an entity's own equity.
Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible
instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding
smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods
within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023,
including interim periods therein. The Company believes the adoption of this guidance will not materially impact our financial
statements and related disclosures. |
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The
Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. |
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