Summary of Significant Accounting Policies |
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Summary of Significant Accounting Policies |
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Management is responsible for the fair presentation
of the Company's financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). |
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Interim Financial Statements |
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These unaudited condensed consolidated
financial statements for the three (3) months ended September 30, 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 (3) months ended September
30, 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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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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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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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 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 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 reported advertising costs of
$185,289 and $198,270 for the three months ended September 30, 2020 and 2019, respectively
Further, as discussed on footnote 3, due to the reclassification $396,250 expenses was
reversed and set off with the advertising costs incurred during 2019.
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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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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 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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The entity recognizes revenue for the transfer
of the related goods or services to the customer. |
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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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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 September 30, 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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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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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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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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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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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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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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During
the three months ended September 30, 2020, the Company had one customer account for approximately 39% of the gross sales.
One other customer accounted for approximately 21% of gross sales, and two other customers accounted for over 9% of gross sales. During
the three months ended September 30, 2019, one customer accounted for approximately 34% of the gross sales while two other
customers accounted for over 10% of gross sales. As the Company continues to grow its distribution base, it is
anticipated that revenue distribution will become less concentrated. |
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Vendor Concentration |
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During
the quarter ended June 30, 2020, three vendors accounted for more than 10% of our operating expenses. During the quarter ended
June 30, 2019, two vendors accounted for more than 10% of our operating expenses. |
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Receivables Concentration |
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As of
September 30, 2020, the Company had receivables due from seven customers, two customers of which each accounted for over 20%
of the outstanding balance. Three of the other five, 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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Net
income/loss per share data for both the three-month periods ending September 30, 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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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 September 30, 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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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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The
Company reviews all of the Financial Accounting Standard Board's updates periodically to ensure the
Company's compliance of its accounting policies and disclosure requirements to the Codification Topics.
In
May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to
establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue
Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle
of the guidance is 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 guidance 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, the standard requires disclosure of the nature, amount, timing, and uncertainty
of revenue and cash flows arising from contracts with customers.
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The standard became effective for us beginning on July 1, 2018 and did not have a material impact on our financial statements.
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.
The 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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The Company will continue to monitor these emerging
issues to assess any potential future impact on its financial statements. |
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