Summary of Significant Accounting Policies (Policies)
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6 Months Ended |
Dec. 31, 2018 |
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 as of and for the six (6) months ended December 31, 2018 and 2017,
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, 2018 and 2017, respectively, which are included in
the Company’s June 30, 2018 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission
on September 28, 2018. 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 six (6)
months ended December 31, 2018 are not necessarily indicative of results for the entire year ending June 30, 2019.
We
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 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. |
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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 market, 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 incurred advertising costs of $180,423 and $102,372 for the six months ended December 31, 2018
and 2017, respectively. Of the $180,423 classified as "advertising costs", $18,000 was for public relations,
$73,572 was related to packaging design and production set-up for the ice cream launch. Only 41% of this total
was for what would be considered by many to be advertising in the form of paid advertisements. |
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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 and direct to consumer. |
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All sources of revenue
is recorded pursuant to FASB Topic 606 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services
has occurred, the fee is fixed or determinable and collectability is reasonably assured. |
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The Company offers
sales incentives through various programs, consisting primarily of advertising related credits. The Company records 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.
E-commerce
revenues. 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. The Company has not
revised prior period balances for e-commerce revenues because the changes are not material.
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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, 2018 and June 30, 2018, 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 Black-Scholes 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 debt extinguishment. |
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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 Black-Scholes 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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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 505-50, "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, 2018, the Company had one customer account for 11.9% of the revenue volume. As
the Company is moving away from a direct-to-consumer model, and more towards wholesaling to large accounts, it is anticipated
fewer large customers will begin to comprise total revenues in coming quarters. |
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Receivables Concentration |
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Receivables Concentration |
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As of December 31,
2018, the Company did not have any open accounts receivable. |
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Income Per Share |
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Income Per Share |
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Net
income per share data for both the six-month periods ending December 31, 2018 and 2017 are based on net income available to common
shareholders divided by the weighted average of the number of common shares outstanding. As of December 31, 2018, there are no
outstanding common stock equivalents. |
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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. |
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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 No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and
Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact
of this standard on our financial statements, including accounting policies, processes, and systems. |
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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.
The standard will be effective for us beginning
July 1, 2019. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will
not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and
lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including
accounting policies, processes, and systems.
The
Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements.
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In
August 2016, the FASB issued "ASU" 2016-15, Statement of Cash Flows – Classification of Certain Cash
Receipts and Cash Payments. This standard clarifies how specific cash receipts and cash payments are classified
and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those
fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the
adoption of ASU 2016-15 to have a material effect on its consolidated financial statements.
In
May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation. This standard provides guidance
related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity
regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017. Early
adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated
financial statements.
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In August 2018,
the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements
for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities,
requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is
effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption
is permitted in interim periods, including periods for which financial statements have not been issued or financial statements
have not been made available for issuance. The adoption of this standard is not expected to have a material effect on the
Company's consolidated financial statements. |
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