|Summary of Significant Accounting Policies
||Summary of Significant Accounting Policies
||Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).
| ||Interim Financial Statements || ||
These unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2022 and 2021, 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 fiscal years ended June 30, 2021 and 2020, respectively, which are included in the Company’s June 30, 2021 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 13, 2021. 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 nine months ended March 31, 2022, are not necessarily indicative of results for the entire fiscal year ending June 30, 2022.
The Company made certain reclassifications to prior period amounts
to conform with the current year’s presentation. These reclassifications did not have a material effect on the condensed consolidated
statement of financial position, results of operations or cash flows.
| ||Use of Estimates || ||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 (as defined below) and derivative liability, among others.
| ||Cash and Cash Equivalents || ||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.
| ||Fair Value of Financial Instruments || ||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.
| ||Inventories || ||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.
| ||Advertising Costs || ||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 $ 549,516 and $316,483 for the nine months ended March 31, 2022 and 2021, respectively. The Company recorded advertising costs of $56,959 and $64,158 for the three months ended March 31, 2022 and 2021, respectively.
| ||Income Taxes || ||
The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.
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.
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.
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.
| ||Revenue Recognition || ||
The Company generates its revenue by selling its products wholesale to retailers and wholesalers.
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.
The Company frequently offers sales discounts and
promotions to supermarket customers through various programs such as rebates, temporary price reductions, product coupons, and other trade
activities. This is standard practice for consumer products in the competitive and price-sensitive supermarket space. The Company
records these activities as a reduction of gross sales as part of the calculation to arrive at reported net revenue.
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.
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.
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.”
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.”
entity recognizes revenue for the transfer of the related goods or services to the customer.
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.”
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.
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.
| ||Concentration of Credit Risk || ||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 March 31, 2022 and June 30, 2021, the Company did not have any uninsured cash deposits.
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| ||Beneficial Conversion Feature || ||
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 || ||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. The debt issuance costs paid to the third party consultant was directly expensed as incurred.
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| ||Original Issue Discount || ||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 || ||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 || ||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.
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.
The Company has adopted ASU 2017-11, Earnings
per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity
instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s
own stock. If a down round feature on the conversion option embedded in the note is triggered, the Company will evaluate whether a beneficial
conversion feature exists, the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt.
If the down round feature in the warrants that
are classified as equity is triggered, the Company will recognize the effect of the down round as a deemed dividend. While the Company
currently has no plans to attempt to pay dividends for the foreseeable future to any stockholders, such a deemed dividend would reduce
the income available to common stockholders in the hypothetical scenario where a dividend were to be contemplated.
| ||Stock-Based Compensation || ||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.
| ||Customer Concentration || ||
During the nine months ended March 31, 2022, the Company had one customer account for approximately 30% of the gross sales. One other customer accounted for approximately 23% of gross sales, and two other customers accounted for between 10 and 15% of gross sales. During the nine months ended March 31, 2021, the Company had one customer account for approximately 37% of the gross sales. One other customer accounted for approximately 23% of gross sales, and one other customer accounted for over 11% of gross sales.
During the three months ended March 31, 2022, the Company had one customer account for approximately 44% of the gross sales and another customer account for approximately 36% of the gross sales. During the three months ended March 31, 2021, the Company had one customer account for approximately 44% of the gross sales.
| ||Vendor Concentration || ||
During the three-month period ended March 31, 2022, no vendors accounted for more than 9% of our operating expenses. During the nine-month period ended March 31, 2022, no vendor accounted for more than 9% of our operating expenses.
During the three-month period ended March 31, 2021, no vendors accounted for more than 14% of our operating expenses. During the nine-month period ended March 31, 2021 no vendor accounted for more than 8%.
| ||Receivables Concentration || ||As of March 31, 2022, the Company had receivables due from six customers. One of which accounted for 60% of the total balance, one of which accounted for 19% of the total balance and one of which accounted for 14% of the total balance. As of June 30, 2021, the Company had receivables due from four customers, two of whom accounted for over 70% of the outstanding balance. Two of the four accounted for approximately 30% of the total balance.
| ||Income/Loss Per Share || ||Net income/loss per share data for both the three and nine-month periods ending March 31, 2022 and 2021, 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.
| ||Impairment of Long-lived Assets || ||
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 three- and nine-months periods ended March 31, 2022 and 2021, there were no impairments on intangible assets.
| ||Reclassification || ||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.
| ||Recent Accounting Pronouncements || ||
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 its financial statements and related disclosures.
The Company will continue to monitor these and other emerging issues to assess any potential future impact on its financial statements.