XBRL Proof

XBRL File

 
Document - Document and Entity Information
Document - Document and Entity Information (USD $) 12 Months Ended    
( custom:DocumentAndEntityInformationAbstract [Extension] )      
  Jun. 30, 2016 Sep. 28, 2016 Oct. 4, 2016
       
       
       
Entity Registrant Name Rocky Mountain High Brands, Inc.    
( dei:EntityRegistrantName )      
Document Type 10-K    
( dei:DocumentType )      
Document Period End Date 2016-06-30    
( dei:DocumentPeriodEndDate )      
Trading Symbol rmhb    
( dei:TradingSymbol )      
Amendment Flag false    
( dei:AmendmentFlag )      
Entity Central Index Key 0001670869    
( dei:EntityCentralIndexKey )      
Current Fiscal Year End Date --06-30    
( dei:CurrentFiscalYearEndDate )      
Entity Common Stock, Shares Outstanding   623,097,784  
( dei:EntityCommonStockSharesOutstanding )      
Entity Filer Category Smaller Reporting Company    
( dei:EntityFilerCategory )      
Entity Current Reporting Status Yes    
( dei:EntityCurrentReportingStatus )      
Entity Voluntary Filers No    
( dei:EntityVoluntaryFilers )      
Entity Well-known Seasoned Issuer No    
( dei:EntityWellKnownSeasonedIssuer )      
Document Fiscal Year Focus 2016    
( dei:DocumentFiscalYearFocus )      
Document Fiscal Period Focus Q4    
( dei:DocumentFiscalPeriodFocus )      
Entity Public Float     429,149,284
( dei:EntityPublicFloat )      
(End Document - Document and Entity Information)
 
Statement - Balance Sheets
Statement - Balance Sheets (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
CURRENT ASSETS    
( us-gaap:AssetsCurrentAbstract )    
    Cash 102,255 95,726
    ( us-gaap:Cash )    
    Accounts Receivable, net 20,377 132,201
    ( us-gaap:AccountsReceivableNet )    
    Inventory 290,368 755,471
    ( us-gaap:InventoryNet )    
    Prepaid Expenses and Other Current Assets 1,716,551 988,026
    ( us-gaap:PrepaidExpenseCurrentAndNoncurrent )    
    TOTAL CURRENT ASSETS 2,129,551 1,971,424
    ( us-gaap:AssetsCurrent )    
    Property and Equipment, net 92,208 14,687
    ( us-gaap:PropertyPlantAndEquipmentNet )    
Other Assets 33,230  
( us-gaap:OtherAssets )    
TOTAL ASSETS 2,254,989 1,986,111
( us-gaap:AssetsNoncurrent )    
LIABILITIES AND STOCKHOLDERS' DEFICIT    
( us-gaap:LiabilitiesAndStockholdersEquityAbstract )    
CURRENT LIABILITIES    
( us-gaap:LiabilitiesCurrentAbstract )    
    Accounts Payable and Accrued Liabilities 337,866 193,013
    ( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent )    
    Related Party Notes Payable, Net of Discount 20,730 11,000
    ( us-gaap:NotesPayableRelatedPartiesCurrentAndNoncurrent )    
    Convertible Notes Payable, Net of Debt Discount 597,500 1,303,989
    ( us-gaap:ConvertibleNotesPayableCurrent )    
    Accrued Interest 58,399 121,457
    ( us-gaap:AccruedLiabilitiesCurrent )    
    Deferred Revenue 500,000 29,952
    ( us-gaap:DeferredRevenue )    
    Derivative Liability 2,217,744 11,504,057
    ( us-gaap:DerivativeLiabilities )    
    TOTAL CURRENT LIABILITIES 3,732,239 13,163,468
    ( us-gaap:LiabilitiesCurrent )    
STOCKHOLDERS' DEFICIT    
( us-gaap:StockholdersEquityAbstract )    
    Preferred Stock - Series A - Par Value of $.001 1,000,000 shares authorized as of June 30, 2016 and 2015; 1,000,000 shares issued and outstanding as of June 30, 2016 and 2015 1,000 1,000
    ( us-gaap:PreferredStockValue )    
    Preferred Stock - Series B - Par Value of $.001 9,000,000 shares authorized as of June 30, 2015; 5,000,000 shares authorized as of June 30, 2015   0
    ( custom:PreferredStockSeriesBParValueOf0019000000SharesAuthorizedAsOfDecember312015June302015And20140SharesOutstandingAsOfDecember312015June302015And2014 [Extension] )    
    Preferred Stock - Series C - Par Value of $.001 2,000,000 shares authorized as of June 30, 2016; 1,107,607 shares outstanding as of June 30, 2016; Preferred C Stock Authorized on November 12, 2015 1,107 0
    ( custom:PreferredStockSeriesCParValueOf0012000000SharesAuthorizedAsOfDecember3120151107607AndZeroSharesIssuedAndOutstandingAsOfDecember312015AndJune302015Respectively [Extension] )    
    Preferred Stock - Series D - Par Value of $.001 2,000,000 shares authorized as of June 30, 2016; Preferred D Stock Authorized on March 25, 2016    
    ( us-gaap:SeriesDPreferredStockMember )    
    Common Stock - Par Value of $.001 800,000,000 shares authorized as of June 30, 2016; 537,989,764 shares issued and outstanding as of June 30, 2016; 600,000,000 shares authorized as of June 30, 2015; 400,356,154 shares issued and outstanding as of June 30, 2015; 537,990 400,356
    ( us-gaap:CommonStockValue )    
    Additional Paid In Capital 14,861,035 7,625,395
    ( us-gaap:AdditionalPaidInCapital )    
    Accumulated Deficit (16,878,382 ) (19,204,108 )
    ( us-gaap:RetainedEarningsAccumulatedDeficit )    
TOTAL STOCKHOLDERS' DEFICIT (1,477,250 ) (11,177,357 )
( us-gaap:StockholdersEquity )    
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT 2,254,989 1,986,111
( us-gaap:LiabilitiesAndStockholdersEquity )    
(End Statement - Balance Sheets)
 
Statement - Balance Sheets (Parenthetical)
Statement - Balance Sheets (Parenthetical) (USD $)    
( us-gaap:StockTransactionsParentheticalDisclosuresAbstract )    
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Preferred Stock Series A Par value 0.001 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )    
Preferred Stock Series A shares authorized 1,000,000 1,000,000
( us-gaap:PreferredStockSharesAuthorized )    
Preferred Stock Series A, shares issued 1,000,000 1,000,000
( us-gaap:PreferredStockSharesIssued )    
Preferred Stock Series A, shares outstanding 1,000,000 1,000,000
( us-gaap:PreferredStockSharesOutstanding )    
Preferred Stock Series B Par value 0.001 0.001
( custom:PreferredStockSeriesBParValue2 [Extension] )    
Preferred Stock Series B shares authorized   9,000,000
( custom:PreferredStockSeriesBSharesAuthorized [Extension] )    
Preferred Stock Series B shares outstanding   5,000,000
( custom:PreferredStockSeriesBSharesOutstanding [Extension] )    
Preferred Stock Series C Par value 0.001 0.001
( custom:PreferredStockSeriesCParValue [Extension] )    
Preferred Stock Series C shares authorized 2,000,000 1,107,607
( custom:PreferredStockSeriesCSharesAuthorized [Extension] )    
Preferred Stock Series C shares issued 0 0
( custom:PreferredStockSeriesCSharesIssued [Extension] )    
Preferred Stock Series C shares outstanding 0 0
( custom:PreferredStockSeriesCSharesOutstanding [Extension] )    
Preferred Stock Series D shares authorized 2,000,000 2,000,000
( custom:PreferredStockSeriesDSharesAuthorized [Extension] )    
Preferred Stock Series D Par value 0.001 0.001
( custom:PreferredStockSeiresDParValye [Extension] )    
Preferred Stock Series D shares outstanding 0 0
( custom:PreferredStockSeriesDSharesOutstanding [Extension] )    
Common Stock, par value 0.001 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )    
Common Stock, shares authorized 800,000,000 600,000,000
( us-gaap:CommonStockSharesAuthorized )    
Common Stock, shares issued 537,959,764 400,356,154
( us-gaap:CommonStockSharesIssued )    
Common Stock, shares outstanding 537,959,764 400,356,154
( us-gaap:CommonStockSharesOutstanding )    
(End Statement - Balance Sheets (Parenthetical))
 
Statement - Statements of Operations
Statement - Statements of Operations (USD $) 12 Months Ended
( us-gaap:IncomeStatementAbstract )  
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Sales 1,075,476 489,849
( us-gaap:SalesRevenueNet )    
Cost of Sales 408,918 212,458
( us-gaap:CostOfGoodsSold )    
Inventory Obsolescence Write-Downs 725,718  
( us-gaap:InventoryWriteDown )    
Gross Profit/(Loss) (59,160 ) 277,391
( us-gaap:GrossProfit )    
Operating Expenses    
( us-gaap:OperatingExpensesAbstract )    
General and Administrative 2,142,984 2,588,163
( us-gaap:GeneralAndAdministrativeExpense )    
Advertising and Marketing 1,340,428 739,145
( us-gaap:MarketingAndAdvertisingExpense )    
Impairment 166,000 1,024,358
( us-gaap:GoodwillImpairmentLoss )    
Total Operating Expenses 3,649,412 4,351,666
( us-gaap:OperatingExpenses )    
Loss from Operations (3,708,572 ) (4,074,275 )
( us-gaap:OperatingIncomeLoss )    
Other (Income)/Expenses:    
( us-gaap:OtherIncomeAndExpensesAbstract )    
    Interest Expense 203,496 1,090,285
    ( us-gaap:InterestExpense )    
    Debt Inducement Expense 3,887,618  
    ( us-gaap:InducedConversionOfConvertibleDebtExpense )    
    Loss on extinguishment of debt   1,560
    ( us-gaap:GainsLossesOnExtinguishmentOfDebt )    
    (Gain) Loss on change in fair value of derivative liability (11,071,250 ) 11,608,504
    ( us-gaap:GainLossOnSaleOfDerivatives )    
    Total Other (Income)/Expenses: (6,034,298 ) 12,698,789
    ( us-gaap:NonoperatingIncomeExpense )    
Loss Before Reorganization Items and Income Tax Provision (Benefit) 2,325,726 (16,773,064 )
( us-gaap:IncomeTaxExpenseBenefit )    
Reorganization Items - Income (Expense):    
( us-gaap:DebtorReorganizationItemsOtherExpenseIncome )    
Net Settlement of Disputed Consulting Fees   127,200
( custom:NetSettlementofDisputedConsultingFees [Extension] )    
Net Settlement of Officers and Directors Claims   21,662
( custom:NetSettlementOfOfficersAndDirectorsClaims [Extension] )    
Total Reorganization Income (Expense)   148,862
( custom:TotalReorganizationIncome [Extension] )    
Income (Loss) Before Income Tax Provision (Benefit) 2,325,726 (16,624,202 )
( us-gaap:NetIncomeLoss )    
Income Tax Provision
( us-gaap:DiscontinuedOperationProvisionForLossGainOnDisposalBeforeIncomeTax )    
Net Income (Loss) 2,325,726 (16,624,202 )
( us-gaap:NetInvestmentIncome )    
Net Income (Loss) per Common Share Basic and Diluted 0.01 (0.05 )
( us-gaap:EarningsPerShareBasicAndDiluted )    
Weighted Average Shares Outstanding 474,571,836 311,490,363
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )    
(End Statement - Statements of Operations)
 
Statement - Statements of Cash Flows
Statement - Statements of Cash Flows (USD $) 12 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )  
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Operating Activites:    
( us-gaap:OperatingCostsAndExpenses )    
Stock-based compensation 611,881 2,339,353
( us-gaap:DividendsSharebasedCompensationStock )    
Non-cash interest expense 203,496 1,089,909
( us-gaap:NoninterestExpense )    
Impairment Expense 166,000 1,024,358
( us-gaap:ImpairmentOfIntangibleAssetsExcludingGoodwill )    
Gain / (Loss) on change in fair value of derivative liability (11,071,250 ) 11,608,504
( us-gaap:IncreaseDecreaseInDerivativeLiabilities )    
Gain on disposal of equipment   1,560
( us-gaap:GainsLossesOnExtinguishmentOfDebt )    
Loss on extinguishment of debt 945,838  
( us-gaap:GainsLossesOnRecourseDebt )    
Warrants issued for debt inducement 3,887,618  
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )    
Bad debt expense 152,750  
( us-gaap:ProvisionForDoubtfulAccounts )    
Net Income (Loss) 2,325,726 (16,624,202 )
( us-gaap:ProfitLoss )    
Depreciation expense 22,122  
( us-gaap:Depreciation )    
Inventory Write-Off 725,728  
( us-gaap:ProductionRelatedImpairmentsOrCharges )    
Changes in operating assets and liabilities:    
( us-gaap:IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract )    
    Accounts Receivable (40,926 ) (132,201 )
    ( us-gaap:IncreaseDecreaseInAccountsReceivable )    
    Inventory (260,625 ) (716,329 )
    ( us-gaap:IncreaseDecreaseInInventories )    
    Prepaid expenses (48,940 )
    ( us-gaap:IncreaseDecreaseInPrepaidExpense )    
    Other assets 13,486
    ( us-gaap:OtherAssetImpairmentCharges )    
    Accounts Payable 144,853 (5,905 )
    ( us-gaap:IncreaseDecreaseInAccountsPayable )    
    Deferred Revenue 470,048 29,952
    ( us-gaap:IncreaseDecreaseInDeferredRevenue )    
    NET CASH USED IN OPERATING ACTIVITIES (1,799,167 ) (1,385,001 )
    ( us-gaap:NetCashProvidedByUsedInContinuingOperations )    
Investing Activites:    
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract )    
    Investment in other assets 19,400  
    ( us-gaap:PaymentsToAcquireIntangibleAssets )    
    Acquisition of property and equipment 99,642 14,687
    ( us-gaap:PaymentsToAcquireMachineryAndEquipment )    
    NET CASH USED IN INVESTING ACTIVITIES (119,042 ) (14,687 )
    ( us-gaap:NetCashProvidedByUsedInInvestingActivities )    
Financing Activities:    
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )    
    Repayment of convertible notes 165,000  
    ( us-gaap:RepaymentsOfNotesPayable )    
    Proceeds from issuance of convertible notes 500,000 1,250,744
    ( us-gaap:ProceedsFromIssuanceOfConvertiblePreferredStock )    
    Repayment of related party convertible notes 31,000
    ( us-gaap:RepaymentsOfRelatedPartyDebt )    
    Proceeds from issuance of related party convertible notes receivable 318,332
    ( us-gaap:ProceedsFromRelatedPartyDebt )    
    Proceeds from issuance of common stock 1,282,406 244,316
    ( us-gaap:ProceedsFromIssuanceOfCommonStock )    
    NET CASH PROVIDED BY FINANCING ACTIVITIES 1,904,738 1,495,060
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )    
INCREASE IN CASH 6,529 95,372
( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )    
CASH END OF YEAR 102,255 95,726
( us-gaap:IncreaseDecreaseInCollateralHeldUnderSecuritiesLending )    
CASH BEGINNING OF YEAR 95,726 354
( us-gaap:IncreaseDecreaseInDeposits )    
Supplemental disclosure of non-cash financing and investing activities:    
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract )    
    Series C preferred stock issued for conversion of debt 2,495,666
    ( us-gaap:StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities )    
    Common stock issued for conversion of debt 143,600 1,223,700
    ( custom:CommonStockIssuedForConversionOfDebt [Extension] )    
    Common stock issued for acquisition 166,000 1,063,500
    ( custom:CommonStockIssuedForAcquisition [Extension] )    
    Conversion of debt to common stock 179220 115240
    ( us-gaap:DebtConversionConvertedInstrumentType )    
    Derivative liability incurred for debt discount 288,000
    ( custom:DerivativeLiabilityIncurredForDebtDiscount [Extension] )    
    Derivative liability relieved upon conversion of related debt 2,102,681 1,100,218
    ( custom:DerivativeLiabilityRelievedUponConversionOfRelatedDebt [Extension] )    
    Beneficial conversion feature recognized as debt discount 298,332
    ( us-gaap:AmortizationOfDebtDiscountPremium )    
(End Statement - Statements of Cash Flows)
 
Statement - Statement of Shareholder Equity
Statement - Statement of Shareholder Equity (USD $)                
( custom:ChangesInShareholderEquityAbstract [Extension] )                
  Common Stock Shares Common Stock Dollars Preferred Stock Shares Preferred Stock Dollars Additional Paid-In Capital Retained Earnings/ (Deficit) Total Shareholder's Equity (Deficit) <Total>
( us-gaap:StatementEquityComponentsAxis )                
                 
( us-gaap:EquityComponentDomain )                
From Jul. 1, 2014 to Jun. 30, 2015                
                 
Balances 400,356,154 400,356 1,000,000 1,000 7,625,395 (19,204,108 ) (11,177,357 )  
( custom:Balances [Extension] )                
Shares Issued in connection with bankruptcy 2,000,000 2,000     164,000   166,000  
( custom:BankruptcySettlement [Extension] )                
Shraes Issued for Aquisitions                
( custom:AcquisitionOfSmarteritaBrand [Extension] )                
Shares Issued for CEO Compensation                
( custom:CeoCompensationAgreement [Extension] )                
Shares Issued for services rendered 5,107,143 5,107     248,959   254,066  
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )                
Shares issued upon conversion of convertible notes 103,005,455 103,005     1,067,843   1,170,848  
( custom:CashlessExerciseOfWarrants [Extension] )                
Benefilcial conversion feature of convertible notes         1,243,885   1,282,406  
( custom:NotesPayableConversions [Extension] )                
Warrants issued for compensation (11,000,000 ) (11,000 )     (148,940 )   (159,940 )  
( custom:BeneficialNotePayableConversionFeature [Extension] )                
Cashless exercise of Warrants   0     2,494,560   2,495,667  
( custom:IssuanceOfWarrants [Extension] )                
Issuance of common stock for cash 38,524,012 38,521     1,243,885   1,282,406  
( us-gaap:StockIssued1 )                
Net Income (Loss)           3,134,798 3,134,798  
( custom:NetIncomeLossFor2015 [Extension] )                
Balances 537,989,764 537,990 1,000,000 1,000 1,107,607 13,940,362 11,177,357  
( custom:Balances1 [Extension] )                
                 
                 
From Jul. 1, 2013 to Jun. 30, 2014                
                 
Balances 202,433,700 202,434 1,000,000 1,000 2,322,103 (2,579,906 ) (54,369 )  
( custom:Balances [Extension] )                
Shares Issued in connection with bankruptcy 8,683,410 8,683     279,619   288,302  
( custom:BankruptcySettlement [Extension] )                
Shraes Issued for Aquisitions 4,500,000 4,500     1,059,000   1,063,500  
( custom:AcquisitionOfSmarteritaBrand [Extension] )                
Shares Issued for CEO Compensation 21,000,000 21,000     193,200   214,200  
( custom:CeoCompensationAgreement [Extension] )                
Shares Issued for services rendered 18,275,000 18,275     1,904,571   1,922,846  
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )                
Shares issued upon conversion of convertible notes 115,740,714 115,741     1,107,959   1,223,700  
( custom:CashlessExerciseOfWarrants [Extension] )                
Benefilcial conversion feature of convertible notes           298,332 298,332  
( custom:NotesPayableConversions [Extension] )                
Warrants issued for compensation           1,244,661 1,244,661  
( custom:BeneficialNotePayableConversionFeature [Extension] )                
Cashless exercise of Warrants         (18,500)      
( custom:IssuanceOfWarrants [Extension] )                
Issuance of common stock for cash 18,500,000 18,500     233,093   244,316  
( us-gaap:StockIssued1 )                
Net Income (Loss)           2,325,726 2,325,726  
( custom:NetIncomeLossFor2015 [Extension] )                
Balances 537,989,764 537,990 1,000,000 1,000 14,861,035 16,878,382 1,477,250  
( custom:Balances1 [Extension] )                
(End Statement - Statement of Shareholder Equity)
 
Disclosure - Business
Disclosure - Business (USD $) 12 Months Ended
( custom:AccountingPoliciesAbstract1 [Extension] )  
  Jun. 30, 2015
   
   
   
Business

NOTE 1 Business

 

Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) was incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2015, the Company changed its name to Rocky Mountain High Brands, Inc.

 

RMHB has developed and is currently selling in the marketplace a lineup of five hemp-infused beverages, hemp-infused 2oz. energy shots, and hemp-infused relaxation brownies through its nationwide distributor network and online.  Effective June 30, 2016, the Company entered into a business alliance with Poafbybitty Family, LLC to launch Eagle Spirit Spring Water, a line of purified, high-alkaline spring water sourced from Native American tribal land in Oklahoma. The Company also plans to launch a hemp-infused Energy Bar, Protein Bar and Chia Crisp Bar.

On December 16, 2013 the Company filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case Number 13-36434-bjh-11. In early 2013, the Company sought to acquire a barbeque company and sought to raise capital and entered into an agreement with Empire Capital LLC (“Empire”) to assist in the raising of capital for the acquisition. By late 2013, the acquisition had fallen through due to the inability to obtain the needed financing. Empire then sued the Company claiming it was owed approximately $200,000 for its services on behalf of the Company along with additional damages. The Company disputed the claims, and filed the Chapter 11 bankruptcy to restructure its current indebtedness and to provide a framework for moving forward. On May 22, 2014 the Company filed its Disclosure Statement and Plan of Reorganization, and on July 2, 2014 a hearing was held and the Plan of Reorganization was confirmed by written order of the Bankruptcy Court dated July 11, 2014.

 

In the Plan of Reorganization, the Company’s shareholders and controlling shareholder through the Series A Preferred Shares were not diluted, thus control of the Company remained the same as before, during and after the confirmed Plan of Reorganization. Therefore, “Fresh Start” Accounting described in ACS 852-10-45-19 did not apply to the Company.

 

As a result of the Confirmed Plan of Reorganization dated July 11, 2014, the following Reorganization Items were reported on the Statements of Operations for the year ended June 30, 2015:

 

Reorganization Items – Income (Expense):

 

Settlement of Disputed Claims:

Empire Capital Fees Resolved $200,000  
Cash Settlement with Empire Capital ($50,000)  
Stock Settlement with Empire Capital ($22,800)  
Net Settlement of Disputed Empire Capital Claims $127,200  

 

Settlement of Officers and Directors Claims:

Deferred Officer Compensation at June 30, 2014 $178,164  
Stock Issued to Officers and Directors as Settlement ($156,502)  
Net Settlement of Officer and Directors Claims
( us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock )  
(End Disclosure - Business)
 
Disclosure - Summary of Significant Accounting Policies
Disclosure - Summary of Significant Accounting Policies (USD $) 12 Months Ended
( custom:BasisOfPresentationAbstract [Extension] )  
  Jun. 30, 2016
   
   
   
Basis of Presentation

NOTE 2 – Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

Cash

 

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

 

 

Revenue Recognition

 

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

 

Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

 

Inventories

 

Inventories, which consist only of the Company’s finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Companys statements of operations.

 

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.
  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.
  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instrument is as follows:

 

Balance, July 1, 2014

$211,394
Issued during the year ended June 30, 2015 784,377
Change in fair value recognized in operations (11,608,504)
Converted during the year (1,100,218)

 

 

Balance, June 30, 2015 $11,504,057
Issued during the year ended June 30, 2016 3,887,618
Converted during the year ended June 30, 2016 ($2,102,681)
Change in fair value recognized in operations ($11,071,250)
Balance, June 30, 2016 2,217,774

 

 

The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of June 30, 2016 and June 30, 2015:

 

2016 2017
Estimated Dividends None None
Expected Volatility 45% 223% to 355%
Risk Free Interest Rate .12% .90% to .27%
Expected Term 1 to 5.5 years .01 to 1 year

 

 

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the year ended June 30, 2015, the Company recorded impairment charges of $1,024,358 relating to goodwill recognized in the acquisition disclosed in Note 11. No impairment charges were recorded in the year ended June 30, 2016.

 

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

 

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit).

 

Advertising

 

Advertising and marketing expenses are charged to operations as incurred.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

 

Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), (ASU No. 2014-15), which requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early application ispermitted.

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers. This guidance requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for public company fiscal years beginning after December 15, 2017. The standard allows for either a full retrospective or a modified retrospective transition method. The Company is currently evaluating the impact of this standard, including the transition method, on its consolidated results of operations, financial position and cash flows.

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Disclosure - Going Concern
Disclosure - Going Concern (USD $) 12 Months Ended
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  Jun. 30, 2016
   
   
   
General

NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $1,477,250 and an accumulated deficit of $16,878,382 as of June 30, 2016, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital from third parties.

 

On September 9, 2016, the Company, its controlling shareholder, and an outside investor group executed a letter of intent granting the investor group the option to purchase 100% of the Company’s Series A Preferred Stock, which represents a controlling interest in the Company. The letter of intent includes a 30-day due diligence period. The acquisition is expected to close in early October 2016. The letter of intent requires that the investor provide the Company sufficient capital to move forward with its expansion plans.

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Disclosure - Prepaid Expenses and Other Current Assets
Disclosure - Prepaid Expenses and Other Current Assets (USD $) 12 Months Ended
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  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Going Concern

NOTE 4 – Prepaid Expenses and Other Current Assets

 

As of June 30, 2016 and 2015, prepaid expenses and other current assets consist of the following:

 

  2016 2015
Prepaid officers compensation  $1,334,261  $988,026
Prepaid directors compensation  323,855 -
Prepaid marketing expenses  33,000 -
Other prepaid expenses and current assets 25,435 -
Total  $1,716,551  $988,026
 
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Disclosure - Property and Equipment
Disclosure - Property and Equipment (USD $) 12 Months Ended
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  Jun. 30, 2015
   
   
   
Property, Plant and Equipment

NOTE 5 – Property and Equipment

 

As of June 30. 2016, Property and Equipment consisted of five vehicles with a recorded cost of $112,817 and computer-related equipment with a recorded cost of $1,513, less accumulated depreciation of $22,122. As of June 30, 2015, Property and Equipment consisted of one truck purchased in May 2015 at a value of $14,687. The depreciable life of these assets is 3 years.

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Disclosure - Investments
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  Jun. 30, 2016
   
   
   
Investments

NOTE 6 – Investments

 

On September 18, 2015, the Company, through a series of transactions acquired 5,000,000 shares of Dollar Shots Club, Inc. (“DSC”) in exchange for 2,000,000 shares of common stock. The shares of DSC are being carried on the accompanying balance sheet based on the value of the shares of stock given in exchange for the investment. The Company is accounting for the investment on the cost basis of accounting being that the shares represent approximately 5% of the total outstanding shares of DSC and the Company does not have any significant influence in DSC.

 

As of June 30, 2016, the Company concluded that the investment was impaired and recorded an impairment on this investment of $166,000.

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Disclosure - Convertible Notes Payable (USD $) 12 Months Ended
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  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Convertible Notes Payable.

NOTE 7 – Convertible Notes Payable

 

During 2011 and 2012, the Company entered into a series of convertible notes with six lenders aggregating $110,000. These were one-year terms notes at 12% interest and convertible to Common stock at a conversion price of $.05 per share. As a part of the Bankruptcy Reorganization Plan confirmed in July 2014, the accrued interest on these notes was forgiven and the notes became zero interest bearing notes. During the year ended June 30, 2016, $40,000 of these notes were converted into 24,000,000 shares of common stock. As of June 30, 2016 and 2015 the principal balance on these notes was $70,000 and $110,000, repectively.

 

In 2012, the Company entered into a $40,000 Convertible Note Payable with an individual. The notes matured one-year from the date of issuance, bears interest at 12% per annum and is convertible into shares of Common stock at $.001. In 2015, the lender sold and re-assigned $17,500 of this note. The new note holders converted the $17,500 of principal into 17,500,000 shares of Common stock. As of June 30, 2016 and 2015 the principal balance on these notes was $22,500.

.

On March 25, 2015, the Company entered into an amended and restated convertible promissory note with Roy Meadows, which amended two previously issued notes dated February 5, 2013 and July 17, 2014. According to the terms of the note, the Company may borrow up to an aggregate of $1,500,000. The note bears interest at 12% per annum, and the holder may demand repayment of any portion of the note after one year from the effective date of the note. The note is convertible in whole or in part at a conversion price per share equal to the lesser of $.001 per share, or at an 80% discount to the average of the five lowest bid prices during the thirty trading days prior to the date of the conversion notice. Mr. Meadows is limited in his conversions whereby he may not at any time own more than 9.99% of the Company’s outstanding common stock. Mr. Meadows may, at his option, file a UCC-1 financing statement against all assets of the Company and have a guarantee and security agreement with the principal controlling for majority shareholders of the Company. On November 16, 2015, the debtholder converted $1,107,606 of principal and accrued interest into 1,107,607 shares of Preferred C Shares of the Company. Each Series C Preferred Share can be converted to 50 Shares of Common Stock.

 

In connection with the conversion, and as an inducement for the debtholder to convert, the Company issued him warrants to purchase 41,454,851 shares of the Company’s common stock at an exercise price per share of the lesser of $.005 or an eighty percent discount to the average of the five lowest bid prices during the 30 trading days prior to the date of exercise. The warrant may be exercised, in whole or in part, beginning on the date which is the earlier of six months from the Company becoming a Reporting Company (as defined in the warrant) or one year from the date of issuance. The warrant is for a period of 3 years, and contains customary anti-dilution provisions.

 

In October 2015, the Company entered into a $500,000 note payable at 12% simple interest for a one year period with Roy Meadows. The note is convertible upon maturity if not paid by the company prior thereto at $0.02 per share and a 25,000,000 share maximum. There is an option to renew with a fee of 10% principle and accrued interest.

 

During the years ended June 30, 2016 and 2015, Mr. Meadows advanced an aggregate of $500,000 and $1,015,744, respectively. During the year ended June 30, 2016, the holder converted $98,241 of principle into 98,240,710 shares of the Company’s common stock. At June 30, 2016 and 2015 the principal balance of the note was $500,00and $989,503 respectively. This note was exchanged for Series C Preferred Shares on November 16, 2015. See Note 12 (A).

 

On October 5, 2014, the Company entered into a convertible notes with an individual for $12,500. The note matures on October 5, 2015, bears interest at 8% per annum and contains a conversion feature at a conversion price per share, which is 20% of the average bid price of Common stock over a trailing 10-day period. As of June 30, 2015 the principal balance on the note was $12,500.

 

On February 2, 2015, the Company entered into a convertible note with an individual for $165,000 (with a $5,000 original issue discount). The note matured on May 2, 2015, which was extended to August 2, 2015, bears interest at 12% per annum and is convertible in whole or in part at a conversion price per share equal to the lesser of $.001 per share, or at an 80% discount to the average of the five lowest bid prices during the thirty trading days prior to the date of the conversion notice. The holder is limited in his conversions whereby he may not at any time own more than 9.99% of the Company’s outstanding common stock. As of June 30, 2015, the principal balance on the note was $165,000, and was fully repaid with interest in August 2015. See Note 12 (B).

 

On March 20 and 23, 2015, the Company entered into separate Convertible notes with an individual and his wife for $25,000 each. The notes matures one-year from the date of issuance, bear interest at a rate of 7% per annum and contained a conversion feature at 50% of the average bid price for Common stock over a trailing 10-day period. The holders are limited in their conversions whereby they may not at any time own more than 4.9% of the Company’s outstanding common stock. The holder of the notes converted them to 2,160,105 shares of common stock on April 28, 2016.

 

On March 23, 2015, the Company entered into a convertible note with an individual for $12,500. The note mature one-year from the date of issuance, bears interest at a rate of 18% per annum is convertible into shares of the Company’s common stock at a conversion price of $.04 per share. As of June 30, 2015 the balance of the note was $12,500. The note was paid in full on March 22, 2016..

 

The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded $0 and $400,380 of interest expense for the years ended June 30, 2016 and 2015, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes. The above notes are presented net of a discount of $0 and $53,013 at June 30, 2016 and 2015, respectively, on the accompanying balance sheet.

In addition to the note holder described above, on various dates during 2016 holders of convertible notes converted $179,220 of notes into 18,660,105 shares of common stock.

 
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Disclosure - Related Party (USD $) 12 Months Ended
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  Jun. 30, 2015 Jun. 30, 2016
     
     
     
Related Party

NOTE 8 – Related Party Convertible Notes Payable

 

As of June 30, 2016 the Company had related party convertible notes resulting from funding received from related parties to support the Company’s operations. The aggregate principle amount of the notes at June 30, 2016 was $298,332 and was reduced by an initial beneficial conversion feature-related discount of $277,602 at June 30, 2016. All notes are convertible to the Company’s common stock at $.01 per share, accrue interest at 6%, and are not collateralized. The notes have various maturity dates ranging from February 17, 2017 to June 30, 2017. Interest recorded on these notes during 2016 was $21,967, including $20,730 related to the beneficial conversion feature.

 

The loan from shareholder balance of $11,000 as of June 30, 2015 was paid during 2016. The loan did not accrue interest.

 

 
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Disclosure - Deferred Revenue
Disclosure - Deferred Revenue (USD $) 12 Months Ended
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  Jun. 30, 2016
   
   
   
Deferred Revenue Disclosure

NOTE 9 – Deferred Revenue

In June 2015, the Company entered into an exclusive manufacture and supply agreement with Rodney Peterson (an unrelated third party) or his designee, Rocky Mountain High Canada (RMHC) for distribution rights to Rocky Mountain High Canada, Inc. Under the agreement, RMHC was required to pay the Company $500,000 before June 30, 2015 and submit an additional $150,000 prior to a production run of 1,000,000 cans of product covered under the agreement. At this time the Company does not expect Rodney Peterson nor Rocky Mountain High Canada, Inc. to fulfill its contractual obligation. Rocky Mountain High Brands, Inc. has filed a breach of contract lawsuit with the objective of recovering outstanding obligations. The Company received $200,000 on July 29, 2015 and $300,000 on August 28, 2015, which has been recorded as deferred revenue in the accompanying balance sheet at June 30, 2016.

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  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Shareholders' Deficiency    
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Stockholders' Equity

NOTE 10 – Shareholders’ Deficit

 

Common Stock:

 

On July 7, 2013, the Company amended its Article of Incorporation to raise its authorized shares of Common stock from 400,000,000 to 5,000,000,000 shares.

 

On August 1, 2014, the Company amended its Articles of Incorporation to reduce the number of authorized shares to 400,000,000.

 

On February 2, 2015, the Company amended its Articles of Incorporation to increase the number of authorized shares to 600,000,000.

 

During the year ended June 30, 2015, the Company issued the following shares of common stock:

 

As a part of the Plan of Reorganization executed by the Bankruptcy Court in Dallas County, Texas in July 2014, the Company issued 3,683,410 shares of common stock as settlements of certain liabilities of the Company.

 

In 2014, the Company acquired the issued and outstanding shares of Chill Texas, Inc. ("CTI"), for consideration of 5,000,000 shares of its common stock valued at $57,000, based on the stock price at the date of acquisition. The main reason for the acquisition was to facilitate the company in its research and development of hemp-infused drinks. Prior to the acquisition, CTI had no assets other than a nominal amount of inventory of samples of a hemp-infused drink, no liabilities, no employees and minimal, if any, operations. As a result, we considered the value of the transaction to be stock based expenses which amount was charged directly to earnings in the accompanying statement of operations. 

 

In March 2015, the Company issued 4,500,000 shares of common stock to acquire the assets of Smarterita LLC, valued at $1,063,500 (See Note 11).

 

The Company entered into a five-year employment agreement with Thomas Shuman to provide services as President and Chief Executive Officer of the Company. As a part of that agreement, the Company issued Mr. Shuman 21,000,000 shares of common stock and warrants to purchase 20,000,000 shares of common stock. The shares of common stock were valued at $214,200 and the warrants were valued at $265,925. The value has been recorded as a prepaid expense and is being amortized over the life of the employment agreement.

 

 

In 2015, the Company issued 18,275,000 shares of common stock to various individuals who performed services for the Company during the year. The services were recorded at the fair value of the shares of common stock at the measurement date that the shares were issued which aggregated $1,922,846.

 

Warrants of 18,500,000, issued to a note holder as a part of a convertible debt agreement, were exercised during 2015 on a cashless basis.

 

Various individuals purchased 11,223,330 shares of common stock during the year for gross proceeds of $244,316.

 

During the year ended June 30, 2015, note holders converted $115,741 of principal into 115,740,710 shares of common stock in accordance with the conversion terms of the notes.

 

During the year ended June 30, 2016, the Company issued 2,000,000 shares of common stock to acquire the assets of Dollar Shots Club valued at $166,000 at the time of the transaction.

 

During the year ended June 30, 2016, the Company issued 5,107,143 shares of common stock in lieu of cash for services rendered to the Company valued at $254,066 based on the price of the Company’s common stock when it was issued for the services rendered.

 

During the year ended June 30, 2016, under the settlement terms with the Company’s former CEO and another employee of the Company, 11,000,000 shares of common stock were returned to the Company, valued at $($159,940) or the price of the Company’s common stock when the shares were returned.

 

During the year ended June 30, 2016, note holders converted $175,720 of principal and interest, respectively, into 103,055,455 shares of common stock in accordance with the conversion terms of the notes. 

 

Series A and B Preferred Stock:

 

On July 7, 2013, the Company amended its Articles of Incorporation to create Preferred A and Preferred B stock. The Company authorized 10,000,000 shares of Preferred A and 2,000,000 shares of Preferred B stock.

 

On August 1, 2014, the Company amended its Articles of Incorporation to reduce the Preferred A authorized shares from 10,000,000 to 1,000,000 shares. The same Amendment increased the Preferred B shares authorized from 2,000,000 to 9,000,000 shares authorized.

 

As of June 30, 2016 and 2015, the Company has outstanding 1,000,000 shares of Preferred A shares, which were previously issued to the Company’s chairman in connection with his employment agreement. The fair value of the shares was recorded as a prepaid expense and is being amortized over the life of the agreement.

  

Series C Preferred Stock

 

The Company amended its Articles of Incorporation as of November 13, 2015 to create a Series C Preferred shares, which are 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share can be converted to 50 shares of common stock.

 

On November 16, 2015, the holder of a convertible note aggregating $1,107,607 of principal and accrued interest, agreed to a dollar for dollar exchange for same number of Preferred C shares.

 

Series D Preferred Stock

 

The Company amended its Articles of Incorporation as of March 21, 2016 to create a Series D Preferred shares, which are non-voting, none-interest bearing convertible preferred stock of the Company. Each Series C preferred share can be converted to 100 shares of common stock. As of June 30, 2016, there are no Series D preferred shares outstanding.

 

 

Warrants

 

On January 4, 2016 and in connection with the employment terms of three (3) executive officers, the Company issued warrants in aggregate to purchase 20,000,000 shares of the Company’s common stock at an exercise price per share of $.001. The warrant may be exercised, in whole or in part, beginning on the date of issuance and becomes fully vested in six months. The warrants are for a period of 5 years, and contains customary anti-dilution provisions. These warrants were exercised in July 2016.

 

On February 28, 2016 and in connection with the commitment terms of two (2) Board of Directors, the Company issued warrants in aggregate to purchase 14,000,000 shares of the Company’s common stock at an exercise price per share of $.001. The warrants may be exercised, in whole or in part, beginning on the date of issuance and becomes fully vested in six months. The warrants are for a period of 5 years, and contains customary anti-dilution provisions. These warrants were exercised in July 2016.

 

On May 11, 2016, the Company issued a warrant to an individual in recognition of her efforts in expanding our distribution in both the Northeast section of the United States and in China. The warrant is for 5,000,000 shares of the Company’s common stock and is for a period of 5 years.

 
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Disclosure - Concentrations
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Concentrations

NOTE 11– Concentrations

 

During the year ended June 30, 2016, the Company’s two largest customers accounted for approximately 28% and 26% of sales, respectively. During the year ended June 30, 2015, the Company’s two largest customers accounted for approximately 27% and 26% of sales, respectively.  

 
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Disclosure - Income Taxes
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Income Taxes    
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Income Taxes.

NOTE 12 – Income Taxes

 

The reconciliation of income tax benefit at the U.S. statutory rate of 34% to the Company’s effective rate for the periods presented is as follows:

 

      2016     2015  
U.S federal statutory rate     (34%)       (34%)  
State income tax, net of federal benefit     (0.0%)       (0.0%)  
Increase in valuation allowance     34%       34%  
Income tax provision (benefit)     0.0%       0.0%  

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of June 30, 2016 and 2015 are as follows:   

 

June 30 2016, and 2015

 

      2016       2015  
Deferred Tax Assets                
Net Operating Losses   $ 3,230,000     $ 2,040,000  
Less:  Valuation Allowance   $ (3,230,000)   $ (2,040,000 )
Deferred Tax Assets - Net     0       0  

 

 

As of June 30, 2016, the Company had approximately $9,500,000 of federal and state net operating loss carryovers ("NOLs"), which begin to expire in 2027. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 
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(End Disclosure - Income Taxes)
 
Disclosure - Legal Proceedings
Disclosure - Legal Proceedings (USD $) 12 Months Ended
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  Jun. 30, 2015
   
   
   
Legal Proceedings

NOTE 13 – Legal Proceedings

 

193rd Judicial District Court of Dallas County Texas. Rocky Mountain High Brands, Inc. (RMHB) FKA Totally Hemp Crazy, Inc. V Rodney Peterson (Peterson) and Rocky Mountain High Canada, Inc. (RMHC), Case #DC-16-01416; Date Filed: February 4, 2016.

 

Parties entered into a written agreement for the manufacture and supply of products produced under the Rocky Mountain High Brands, Inc. brand. The terms of the agreement are RMHB would manufacture and supply one million cans of our product FOB Memphis, Tennessee to Peterson, upon receipt of $650,000 from Peterson to RMHB to pay for the manufacture of the cans. Peterson paid $500,000 toward the $650,000 manufacture. Peterson defaulted under the terms of the agreement by failing to pay the remaining $150,000. RMHB tendered default notice, but Peterson failed to cure the default. RMHB terminated the agreement in accordance with its terms. RMHB seeks declaratory judgment that it is entitled to its profits as damages in the amount in excess of $500,000.

  

44th Judicial District Court of Dallas County Texas. Rocky Mountain High Brands, Inc. (RMHB) FKA Totally Hemp Crazy, Inc. V Donna Rayburn (Rayburn), Case #DC-16-02131; Date Filed: February 23, 2016.

 

RMHB and Rayburn entered into a convertible promissory note dated February 2, 2015 for the original principal amount of $165,000 (with a $5,000 original issue discount). On August 29, 2015, RMHB paid to Rayburn $197,773.95, representing return of principal and interest earned during the life of the loan. On February 19, 2016, Rayburn issued an additional demand of interest and penalties totaling $99,487.92. Rayburn has charged $137,261.87 in interest and penalties on a $160,000 loan for one year and 17 days for an effective annual interest rate of 85.77%. As additional consideration for the note, RMHB was required to issue a warrant to Rayburn for 10,000,000 of common stock. RMHB seeks a cancellation of the note and additional monetary recovery in the total amount paid to Rayburn, plus additional recovery for all usurious interest charged.  RMHB also seeks to void the warrant for 10,000,000 shares of common stock, which was issued under a voidable note.  The amount which RMHB seeks from Rayburn is in excess of $300,000. This case was non suited and will be filed as a counterclaim in the Rayburn suit pending in Seminole County, Florida.

 

On March 14, 2016, RMHB amended the Rayburn suit to add Meadows as a party Defendant.  RMHB has asserted usury claims in connection with $1,500,000 demand convertible note referenced below in the section pertaining to the Meadows Arbitration Claim. RMHB seeks unspecified monetary damages in connection with the Meadows Note, and further seeks cancellation of a warrant for 41,454,851 shares of common stock issued to Meadows in connection with the Meadows Note and cancellation of the Meadows Note.

 

Arbitration Claim of Roy J. Meadows (Meadows) Against Rocky Mountain High Brands, Inc. (RMHB) dated February 24, 2016.

 

Meadows claims a breach of an exchange agreement dated November 3, 2015. RMHB has denied the breach. Meadows has invoked arbitration.

 

Eighteenth Judicial Circuit Court of Seminole County, Florida, Rocky Mountain High Brands, Inc. v. Roy Meadows, David Meadows et al, Case No. 2016-CA-000958-15-W.

 

The Company filed suit for an injunction against continuation of the Meadows Arbitration. A hearing on that injunction is being set. The Meadows Arbitration hearing currently has no date for commencement.. Shortly after the suspension of the Arbitration hearing, on April 20, 2016, false, malicious, and defamatory allegations were asserted by the Shareholder Alert inappropriately released by the Law Office of A.A. McClanahan, Meadow’s attorney.

 

The Company has filed in the Seminole Suit a Motion for Leave To Amend its current suit to add claims against Meadows for usury, cancellation of warrants and defamation as a result of the Shareholder Alert press release.

 

The Company is investigating facts surrounding Meadows and others and may amend its Florida lawsuit to seek more than $20 Million in damages and disgorgement of Meadows and Rayburn profits on questionable trading activities.

 

 

Douglas County District Court, Colorado, Case No. 2015CV030672, Totally Hemp Crazy, Inc. et al v. Cannalife USA, Ltd et al.

 

Suit filed by the Company and Jerry Grisaffi against Defendants for Defamation, Conspiracy, and Intentional Interference with Prospective Business Relations.

 

101st Judicial District Court of Dallas County, Texas, Case No DC-16-01220. Fanco Global Acquisitions, LLC v Rocky Mountain High Brands, Inc.

 

Suit filed against the Company for alleged finders’ fee commissions. The Company contests and opposes the claim.

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(End Disclosure - Legal Proceedings)
 
Disclosure - Commitments
Disclosure - Commitments (USD $) 12 Months Ended
( custom:CommitmentAndContingenciesAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Commitments  
( us-gaap:CommitmentsDisclosureTextBlock )  
(End Disclosure - Commitments)
 
Disclosure - Acquisition
Disclosure - Acquisition (USD $) 12 Months Ended
( custom:BusinessCombinationsAbstract1 [Extension] )  
  Jun. 30, 2015
   
   
   
Acquisition

NOTE 15 – Acquisition

 

On March 31, 2015, the Company acquired certain assets from Vintage Specialists, LLC. The purchased assets included certain inventory defined in the agreement and the trade name "Smarterita".  Consideration for the acquisition was 4,500,000 restricted shares of the Company’s common stock. The acquisition is being accounted for as a business combination in accordance with ASC 805 "Business Combinations".  The total purchase price for the acquisition was allocated to the net tangible assets based upon their estimated fair values as of March 31, 2015 as set forth below.  The excess of the purchase price over the net assets was recorded as goodwill. The following table summarizes the estimated fair values of the assets assumed at the acquisition date.

 

 

 

Inventory $39,142
Goodwill $1,024,358
Total Consideration $1,063,500

 

 

The Company initially had considered entering into the markets served by Smarterita Brands, but has decided to refocus its efforts on other business opportunities. As of June 30, 2015, the full amount of goodwill acquired has been impaired.

 

Vintage Specialist, LLC did not have any revenues prior to the acquisition and minimal operating expenses. Pro forma historical results have not been presented since they would not be material to the financial statements.

 

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(End Disclosure - Acquisition)
 
Disclosure - Subsequent Events
Disclosure - Subsequent Events (USD $) 12 Months Ended
( custom:SubsequentEventsAbstract1 [Extension] )  
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Subsequent Events    
( us-gaap:SubsequentEventsTextBlock )    
Subsequent Events.

NOTE 16 – Subsequent Events

 

A. Business Alliance with Poafbybitty Family LLC

In July 2016, the Company entered into a business alliance with Poafbybitty Family, LLC to launch Eagle Spirit Spring Water, a line of purified, high-alkaline spring water sourced from Native American tribal land in Oklahoma. The agreement calls for the Company to pay a royalty on each gallon of water collected at the spring. Production of filtered spring water filled bottles commenced in August 2016 and they are now available for sale.

In consideration for the 20 year lease for water and surface rights with a 10 year renewal option, the Company paid Poafbybitty Family, LLC cash payments of $22,500 and issued a warrant for 500,000 shares of the Company’s common stock exercisable at $.03 per share over a three year period from July 27, 2016.

 

The agreement grants the Company an exclusive right to develop land adjacent to the spring for commercial purposes as agreed to by both parties. Additionally, the Company has agreed to grow hemp for experimental or commercial purposes on the land within three years. As of June 30, 2016, the Company recorded approximately $10,137 of investment and other assets related to the agreement.

B. Distribution Agreement with Water Event Pure Water Solution

In August 2016, the Company entered into a distribution agreement with Water Event Pure Solutions (“Water Event”) to distribute the Company’s hemp-infused beverages and water to 15,000 customers in four major metropolitan areas in Texas. Water Event also began bottling the Company’s Eagle Spirit Spring Water product in August 2016.

C. New Office Lease and Purchase of Furniture

On May 11, 2016, we executed a new lease for the existing space and 2,172 square feet of additional space at the same address for a three-year term beginning July 1, 2016 and terminating on June 30, 2019. Due to the landlord’s inability to make the additional space ready for us as of July 1, we were not able to commence the new lease until September 2016. The lease that was due to expire on June 30 was extended on a month-to-month basis until September. In connection with the new lease, we also purchased used office furniture from the landlord and financed this purchase with a note payable in the amount of $40,122 with an interest rate of 0% and monthly payments of $1,115.

 
( custom:SubsequentEventsTextBlock1TextBlock [Extension] )    
(End Disclosure - Subsequent Events)
 
Disclosure - Significant Accounting Policies (Policies)
Disclosure - Significant Accounting Policies (Policies) (USD $) 12 Months Ended
( custom:SignificantAccountingPoliciesPoliciesAbstract [Extension] )  
  Jun. 30, 2016 Jun. 30, 2015
     
     
     
Use of Estimates.

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 
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Cash

Cash

 

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

 
( us-gaap:CashAndCashEquivalentsPolicyTextBlock )    
Revenue Recognition

Revenue Recognition

 

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

 
( us-gaap:RevenueRecognitionPolicyTextBlock )    
Accounts Receivable and Allowance for Doubtful Accounts Receivable

Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

 
( us-gaap:ReceivablesPolicyTextBlock )    
Inventories

Inventories

 

Inventories, which consist only of the Company’s finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 
( us-gaap:InventoryPolicyTextBlock )    
Fair Value Measurements

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

  • Level 1 — quoted prices in active markets for identical assets or liabilities.
  • Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.
  • Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instrument is as follows:

 

Balance, July 1, 2014

$211,394
Issued during the year ended June 30, 2015 784,377
Change in fair value recognized in operations (11,608,504)
Converted during the year (1,100,218)

 

 

Balance, June 30, 2015 $11,504,057
Issued during the year ended June 30, 2016 3,887,618
Converted during the year ended June 30, 2016 ($2,102,681)
Change in fair value recognized in operations ($11,071,250)
Balance, June 30, 2016 2,217,774

 

 

The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following assumptions as of June 30, 2016 and June 30, 2015:

 

2016 2017
Estimated Dividends None None
Expected Volatility 45% 223% to 355%
Risk Free Interest Rate .12% .90% to .27%
Expected Term 1 to 5.5 years .01 to 1 year
 
( custom:FairValueMeasurementPolicyPolicyTextBlock1TextBlock [Extension] )    
Property and Equipment

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 
( us-gaap:PropertyPlantAndEquipmentPolicyTextBlock )    
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the year ended June 30, 2015, the Company recorded impairment charges of $1,024,358 relating to goodwill recognized in the acquisition disclosed in Note 11. No impairment charges were recorded in the year ended June 30, 2016.

 
( us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock )    
Share-based Payments

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

 
( us-gaap:StockholdersEquityPolicyTextBlock )    
Convertible Instruments

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 
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Preferred Stock

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly all issuances of preferred stock are presented as a component of consolidated stockholders’ equity (deficit).

 
( us-gaap:StockholdersEquityNoteRedeemablePreferredStockIssuePolicy )    
Advertising

Advertising

 

Advertising and marketing expenses are charged to operations as incurred.

 
( us-gaap:AdvertisingCostsPolicyTextBlock )    
Income Taxes

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

 
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Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), (ASU No. 2014-15), which requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU No. 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early application ispermitted.

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers. This guidance requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for public company fiscal years beginning after December 15, 2017. The standard allows for either a full retrospective or a modified retrospective transition method. The Company is currently evaluating the impact of this standard, including the transition method, on its consolidated results of operations, financial position and cash flows.

 
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(End Disclosure - Significant Accounting Policies (Policies))
 
Disclosure - Fair Value Measurements (Tables)
Disclosure - Fair Value Measurements (Tables) (USD $) 12 Months Ended
( custom:FairValueMeasuresAndDisclosuresAbstract [Extension] )  
  Jun. 30, 2016
   
   
   
Financial liability measure at fair value on a recurring basis  
( us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisGainLossIncludedInEarningsTextBlock )  
Fair Value, Liabilities Measured on Recurring Basis

Balance, July 1, 2014

$211,394
Issued during the year ended June 30, 2015 784,377
Change in fair value recognized in operations (11,608,504)
Converted during the year (1,100,218)

 

( us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock )  
Black-Scholes option pricing model assumptions
2016 2017
Estimated Dividends None None
Expected Volatility 45% 223% to 355%
Risk Free Interest Rate .12% .90% to .27%
Expected Term 1 to 5.5 years .01 to 1 year
( us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock )  
Black-Scholes option pricing model assumptions.

 

Balance, June 30, 2015 $11,504,057
Issued during the year ended June 30, 2016 3,887,618
Converted during the year ended June 30, 2016 ($2,102,681)
Change in fair value recognized in operations ($11,071,250)
Balance, June 30, 2016 2,217,774
( us-gaap:FairValueInputsAssetsQuantitativeInformationTableTextBlock )  
(End Disclosure - Fair Value Measurements (Tables))
 
Disclosure - Income Taxes (Tables)
Disclosure - Income Taxes (Tables) (USD $) 12 Months Ended
( custom:IncomeTaxesTablesAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Schedule of Deferred Tax Assets and Liabilities
      2016     2015  
U.S federal statutory rate     (34%)       (34%)  
State income tax, net of federal benefit     (0.0%)       (0.0%)  
Increase in valuation allowance     34%       34%  
Income tax provision (benefit)     0.0%       0.0%  
( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock )  
Schedule of reconciliation of income tax benefit
      2016       2015  
Deferred Tax Assets                
Net Operating Losses   $ 3,230,000     $ 2,040,000  
Less:  Valuation Allowance   $ (3,230,000)   $ (2,040,000 )
Deferred Tax Assets - Net     0       0  
( custom:ScheduleOfReconciliationOfIncomeTaxBenefitTextBlock [Extension] )  
(End Disclosure - Income Taxes (Tables))
 
Disclosure - Acquisition (Tables)
Disclosure - Acquisition (Tables) (USD $) 12 Months Ended
( custom:AcquisitionTablesAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Schedule of summarizes the estimated fair values of the assets
Inventory $39,142
Goodwill $1,024,358
Total Consideration $1,063,500
( us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionEquityInterestIssuedOrIssuableTextBlock )  
(End Disclosure - Acquisition (Tables))
 
Disclosure - Business (Details)
Disclosure - Business (Details) (USD $) 12 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Empire Capital Fees Resolved 200,000
( custom:EmpireCapitalFeesResolved [Extension] )  
Cash Settlement with Empire Capital 50,000
( custom:CashSettlementWithEmpireCapital [Extension] )  
Stock Settlement with Empire Capital 22,800
( custom:StockSettlementWithEmpireCapital [Extension] )  
Net Settlement of Disputed Empire Capital Claims 127,200
( custom:NetSettlementOfDisputedEmpireCapitalClaims [Extension] )  
Deferred Officer Compensation at June 30, 2014 178,164
( custom:DeferredOfficerCompensation [Extension] )  
Stock Issued to Officers and Directors as Settlement 156,502
( custom:StockIssuedToOfficersandDirectorsAsSettlement [Extension] )  
Net Settlement of Officer and Directors Claims 21,662
( custom:NetSettlementOfOfficerAndDirectorsClaims [Extension] )  
(End Disclosure - Business (Details))
 
Statement - Level 3 Financial Instrument (Details)
Statement - Level 3 Financial Instrument (Details) (USD $)  
( custom:Level3FinancialInstrumentDetailsAbstract [Extension] )  
  Jul. 2, 2013
   
   
   
Opening Balance of Financial Instrument 126,269
( custom:OpeningBalanceOfFinancialInstrument [Extension] )  
Change in fair value recognized in operations (65,319 )
( custom:ChangeInFairValueRecognizedInOperations [Extension] )  
(End Statement - Level 3 Financial Instrument (Details))
 
Statement - Level 3 Financial Instrument Narrative (Details)
Statement - Level 3 Financial Instrument Narrative (Details) (USD $)    
( custom:Level3FinancialInstrumentNarrativeDetailsAbstract [Extension] )    
  Jul. 2, 2015 Jun. 30, 2014
     
     
     
Opening Balance of Financial Instrument 11,504,057 211,394
( custom:OpeningBalanceOfFinancialInstrument1 [Extension] )    
Stock issued 3,887,618 150,444
( custom:IssuedDuringTheYearEndedJune302014 [Extension] )    
Change in fair value recognized in operations (10,956,957 ) 11,608,504
( custom:ChangeInFairValueRecognizedInOperations1 [Extension] )    
Converted Shares (2,048,519 )  
( custom:ConvertedDuringTheSixMonthsEndedDecember312015 [Extension] )    
(End Statement - Level 3 Financial Instrument Narrative (Details))
 
Statement - Level 3 Financial Instrument Narrative 1 (Details)
Statement - Level 3 Financial Instrument Narrative 1 (Details) (USD $)    
( custom:Level3FinancialInstrumentNarrative1DetailsAbstract [Extension] )    
  Dec. 31, 2015 Jun. 30, 2015
     
     
     
Issued Shares   784,377
( custom:IssuedDuringTheYearEndedJune302015 [Extension] )    
Converted Shares   (1,100,218 )
( custom:ConvertedDuringTheYearEndedJune302015 [Extension] )    
Closing Balance of Financial Instrument 2,386,559 11,504,057
( custom:ClosingBalanceOfFinancialInstrument [Extension] )    
(End Statement - Level 3 Financial Instrument Narrative 1 (Details))
 
Statement - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details)
Statement - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details) (USD $)    
( custom:EstimatedFairValueOfDerivativeInstrumentsUsingBlackScholesOptionPricingModelAbstract [Extension] )    
  Dec. 31, 2015 Jun. 30, 2015
     
     
     
Estimated Dividends 0 0
( custom:EstimatedDividends [Extension] )    
Expected Volatility Minimum 2.2300 2.2300
( custom:ExpectedVolatilityMinimum [Extension] )    
Expected Volatility Maximum   3.5500
( custom:ExpectedVolatilityMaximum [Extension] )    
Risk Free Interest Rate Minimum 0.0012 0.0090
( custom:RiskFreeInterestRateMinimum [Extension] )    
Risk Free Interest Rate Maximum   0.0027
( custom:RiskFreeInterestRateMaximum [Extension] )    
Expected Term in years Minimum 0.01 0.01
( custom:ExpectedTermInYearsMinimum [Extension] )    
Expected Term in years Maximum 1 1
( custom:ExpectedTermInYearsMaximum [Extension] )    
(End Statement - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details))
 
Statement - Significant Accounting Policies (Details)
Statement - Significant Accounting Policies (Details) (USD $) 12 Months Ended
( custom:SignificantAccountingPoliciesDetailsAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Company recorded impairment relating to goodwill 1,024,358
( custom:CompanyRecordedImpairmentRelatingToGoodwill [Extension] )  
(End Statement - Significant Accounting Policies (Details))
 
Statement - Going Concern (Details)
Statement - Going Concern (Details) (USD $)    
( custom:GoingConcernDetailsAbstract [Extension] )    
  Dec. 31, 2015 Jun. 30, 2015
     
     
     
Shareholders deficit   11,177,357
( custom:ShareholdersDeficit [Extension] )    
Accumulated deficit 12,476,483 19,204,108
( custom:AccumulatedDeficit [Extension] )    
(End Statement - Going Concern (Details))
 
Statement - Property And Equipment (Details)
Statement - Property And Equipment (Details) (USD $)    
( custom:PropertyAndEquipmentDetailsAbstract [Extension] )    
  May. 31, 2015 Jun. 30, 2014
     
     
     
Personal computer book value   1,560
( custom:PersonalComputerBookValue [Extension] )    
Truck purchased at a value 14,687  
( custom:TruckPurchasedAtAValue [Extension] )    
(End Statement - Property And Equipment (Details))
 
Statement - Convertible Notes Payable (Details)
Statement - Convertible Notes Payable (Details) (USD $) 12 Months Ended
( custom:ConvertibleNotesPayableDetailsAbstract [Extension] )  
  Jun. 30, 2015 Jun. 30, 2014 Jun. 30, 2011 Jun. 30, 2012
         
         
         
Company entered into a series of convertible notes with six lenders     110,000 110,000
( custom:CompanyEnteredIntoASeriesOfConvertibleNotesWithSixLenders [Extension] )        
Convertible notes of term in years     1 1
( custom:ConvertibleNotesOfTermInYears [Extension] )        
Convertible notes interest rate     0.1200 0.1200
( custom:ConvertibleNotesInterestRate [Extension] )        
Convertible notes convertible to Common stock at a conversion price per share     0.05 0.05
( custom:ConvertibleNotesConvertibleToCommonStockAtAConversionPricePerShare [Extension] )        
Company entered into convertible note payable with an individual       40,000
( custom:CompanyEnteredIntoConvertibleNotePayableWithAnIndividual [Extension] )        
Notes convertible into shares of Common stock at a conversion price per share       0.001
( custom:NotesConvertibleIntoSharesOfCommonStockAtAConversionPricePerShare [Extension] )        
Lender sold and re-assigned the note       17,500
( custom:LenderSoldAndReAssignedTheNote [Extension] )        
New note holders converted the principal into shares of Common stock       17,500,000
( custom:NewNoteHoldersConvertedThePrincipalIntoSharesOfCommonStock [Extension] )        
Holder advanced 1,015,744 72,000    
( custom:HolderAdvanced [Extension] )        
Holder converted principle into shares of common stock 98,240,710      
( custom:HolderConvertedPrincipleIntoSharesOfCommonStock [Extension] )        
Holder converted principle into shares of common stock value 98,241      
( custom:HolderConvertedPrincipleIntoSharesOfCommonStockValue [Extension] )        
Company recorded of interest expense 400,380 113,443    
( custom:CompanyRecordedOfInterestExpense [Extension] )        
(End Statement - Convertible Notes Payable (Details))
 
Statement - Convertible Notes Payable Narrative (Details)
Statement - Convertible Notes Payable Narrative (Details) (USD $)                    
( custom:ConvertibleNotesPayableNarrativeDetailsAbstract [Extension] )                    
  Dec. 31, 2015 Nov. 16, 2015 Oct. 31, 2015 Jun. 30, 2015 Mar. 25, 2015 Mar. 23, 2015 Mar. 20, 2015 Feb. 2, 2015 Oct. 5, 2014 Jun. 30, 2014
                     
                     
                     
Principal balance on these notes 90,000     110,000           110,000
( custom:PrincipalBalanceOnTheseNotes [Extension] )                    
Principal balance on these notes 22,500     22,500           40,000
( custom:PrincipalBalanceOnTheseNotes1 [Extension] )                    
Company may borrow an aggregate         1,500,000          
( custom:CompanyMayBorrowAnAggregate [Extension] )                    
Note bears interest per annum         0.1200          
( custom:NoteBearsInterestPerAnnum [Extension] )                    
Note is convertible at a conversion price per share         0.001 0.04 0.04 0.001    
( custom:NoteIsConvertibleAtAConversionPricePerShareOrAtAn80Amp20DiscountToTheAverageFiveLowestBidPricesOverA30Amp10DayPeriod [Extension] )                    
Holder own outstanding common stock         0.0999   0.0490 0.0999    
( custom:HolderOwnOutstandingCommonStock1 [Extension] )                    
Debtholder converted principal and accrued interest into Preferred C Shares value   1,107,606                
( custom:DebtholderConvertedPrincipalAndAccruedInterestIntoPreferredCSharesValue [Extension] )                    
Debtholder converted principal and accrued interest into Preferred C Shares   1,107,607                
( custom:DebtholderConvertedPrincipalAndAccruedInterestIntoPreferredCShares [Extension] )                    
Series C Preferred Share can be converted to Shares of Common Stock   50                
( custom:SeriesCPreferredShareCanBeConvertedToSharesOfCommonStock [Extension] )                    
Company issued warrants to purchase shares of common stock   41,454,851                
( custom:CompanyIssuedWarrantsToPurchaseSharesOfCommonStock [Extension] )                    
Common stock at an exercise price per share   0.005                
( custom:CommonStockAtAnExercisePricePerShareOrAn80DiscountToAverageOfFiveLowestBidPricesDuring30TradingDays [Extension] )                    
Warrant for a period in years   3                
( custom:WarrantForAPeriodInYears [Extension] )                    
Principal balance on these notes       989,503           72,000
( custom:PrincipalBalanceOnTheseNotes2 [Extension] )                    
Company entered into a convertible notes with an individual           12,500 25,000 165,000 12,500  
( custom:CompanyEnteredIntoAConvertibleNotesWithAnIndividual [Extension] )                    
Company entered into a convertible notes with an individual interest per annum           0.1800 0.0700 0.1200 0.0800  
( custom:CompanyEnteredIntoAConvertibleNotesWithAnIndividualInterestPerAnnum [Extension] )                    
Principal balance on these notes       12,500            
( custom:PrincipalBalanceOnTheseNotes3 [Extension] )                    
Original issue discount               5,000    
( custom:OriginalIssueDiscount [Extension] )                    
Principal balance on these notes 50,000     165,000            
( custom:PrincipalBalanceOnTheseNotes4 [Extension] )                    
Common stock at a conversion price per share           0.04        
( custom:CommonStockAtAConversionPricePerShare [Extension] )                    
Principal balance on these notes 12,500     50,000            
( custom:PrincipalBalanceOnTheseNotes5 [Extension] )                    
Principal balance on these notes       12,500            
( custom:PrincipalBalanceOnTheseNotes6 [Extension] )                    
Net of a discount 13,013     53,013           17,998
( custom:NetOfADiscount [Extension] )                    
Company entered into a note payable     500,000              
( custom:CompanyEnteredIntoANotePayable [Extension] )                    
Company entered into a note payable simple interest for a one year with Roy Meadows     0.1200              
( custom:CompanyEnteredIntoANotePayableSimpleInterestForAOneYearWithRoyMeadows [Extension] )                    
Note is convertible at a price per share     0.02              
( custom:NoteIsConvertibleAtAPricePerShare [Extension] )                    
Maximum shares payable     25,000,000              
( custom:MaximumSharesPayable [Extension] )                    
Option to renew with a fee     0.1000              
( custom:OptionToRenewWithAFee [Extension] )                    
(End Statement - Convertible Notes Payable Narrative (Details))
 
Statement - Deferred Revenue (Details)
Statement - Deferred Revenue (Details) (USD $)      
( us-gaap:DeferredRevenueAbstract )      
  Aug. 28, 2015 Jul. 29, 2015 Jun. 30, 2015
       
       
       
RMHC was required to pay the company for distribution rights     500,000
( custom:RmhcWasRequiredToPayTheCompanyForDistributionRights [Extension] )      
RMHC was required to submit an additional payment prior to the production run     150,000
( custom:RmhcWasRequiredToSubmitAnAdditionalPaymentPriorToTheProductionRun [Extension] )      
Cans of product covered under the agreement     1,000,000
( custom:CansOfProductCoveredUnderTheAgreement [Extension] )      
Company received an amount and recorded as deferred revenue 300,000 200,000  
( custom:CompanyReceivedAnAmountAndRecordedAsDeferredRevenue [Extension] )      
(End Statement - Deferred Revenue (Details))
 
Statement - Related Party (Details)
Statement - Related Party (Details) (USD $)    
( custom:RelatedPartyDetailsAbstract [Extension] )    
  Jun. 30, 2015 Jun. 30, 2014
     
     
     
Company owed a shareholder 11,000 61,766
( custom:CompanyOwedAShareholder [Extension] )    
(End Statement - Related Party (Details))
 
Statement - Common Stock (Details)
Statement - Common Stock (Details) (USD $)            
( custom:CommonStockDetailsAbstract [Extension] )            
  Jun. 30, 2015 Mar. 31, 2015 Feb. 2, 2015 Aug. 1, 2014 Jul. 31, 2014 Jul. 7, 2013
             
             
             
Article of Incorporation to raise its authorized shares of Common stock           5,000,000,000
( custom:ArticleOfIncorporationToRaiseItsAuthorizedSharesOfCommonStockFrom400000000To [Extension] )            
Articles of Incorporation to reduce the number of authorized shares       400,000,000    
( custom:ArticlesOfIncorporationToReduceTheNumberOfAuthorizedShares [Extension] )            
Articles of Incorporation to increase the number of authorized shares     600,000,000      
( custom:ArticlesOfIncorporationToIncreaseTheNumberOfAuthorizedShares [Extension] )            
Company issued shares of common stock as settlements of certain liabilities of the Company         3,683,410  
( custom:CompanyIssuedSharesOfCommonStockAsSettlementsOfCertainLiabilitiesOfTheCompany [Extension] )            
Company issued shares of common stock to acquire the assets of Smarterita Brands   4,500,000        
( custom:CompanyIssuedSharesOfCommonStockToAcquireTheAssetsOfSmarteritaBrands [Extension] )            
Company issued shares of common stock to acquire the assets of Smarterita Brands valued   1,063,500        
( custom:CompanyIssuedSharesOfCommonStockToAcquireTheAssetsOfSmarteritaBrandsValued [Extension] )            
Company issued Mr. Shuman shares of common stock   21,000,000        
( custom:CompanyIssuedMrShumanSharesOfCommonStock [Extension] )            
warrants to purchase shares of common stock   20,000,000        
( custom:WarrantsToPurchaseSharesOfCommonStock [Extension] )            
Shares of common stock were valued at   214,200        
( custom:SharesOfCommonStockWereValuedAt [Extension] )            
Warrants were valued at   265,925        
( custom:WarrantsWereValuedAt [Extension] )            
Company issued shares of common stock to various individuals who performed services for the Company   17,275,000        
( custom:CompanyIssuedSharesOfCommonStockToVariousIndividualsWhoPerformedServicesForTheCompany [Extension] )            
Fair value of the shares of common stock at the shares were issued   1,922,846        
( custom:FairValueOfTheSharesOfCommonStockAtTheSharesWereIssued [Extension] )            
Warrants issued to a note holder as a part of a convertible debt agreement   18,500,000        
( custom:WarrantsIssuedToANoteHolderAsAPartOfAConvertibleDebtAgreement [Extension] )            
Various individuals purchased shares of common stock   11,223,330        
( custom:VariousIndividualsPurchasedSharesOfCommonStock [Extension] )            
Various individuals purchased shares of common stock for gross proceeds   244,316        
( custom:VariousIndividualsPurchasedSharesOfCommonStockForGrossProceeds [Extension] )            
Noteholders converted principal 115,741          
( custom:NoteholdersConvertedPrincipal [Extension] )            
Noteholders converted principal in to shares of common stock 115,740,710          
( custom:NoteholdersConvertedPrincipalInToSharesOfCommonStock [Extension] )            
Preferred Stock            
( custom:PreferredStockAbstract [Extension] )            
    The Company authorized shares of Preferred A stock           10,000,000
    ( custom:TheCompanyAuthorizedSharesOfPreferredAStock [Extension] )            
    The Company authorized shares of Preferred B stock           2,000,000
    ( custom:TheCompanyAuthorizedSharesOfPreferredBStock [Extension] )            
    Articles of Incorporation to reduce the Preferred A authorized shares       1,000,000    
    ( custom:ArticlesOfIncorporationToReduceThePreferredAAuthorizedSharesFrom10000000To [Extension] )            
    Increased the Preferred B shares authorized from       9,000,000    
    ( custom:IncreasedThePreferredBSharesAuthorizedFrom2000000 [Extension] )            
    Company has outstanding shares of Preferred A shares 1,000,000          
    ( custom:CompanyHasOutstandingSharesOfPreferredAShares [Extension] )            
(End Statement - Common Stock (Details))
 
Statement - Series C Preferred Stock (Details)
Statement - Series C Preferred Stock (Details) (USD $)      
( custom:SeriesCPreferredStockAbstract [Extension] )      
  Dec. 31, 2015 Nov. 16, 2015 Jul. 17, 2015
       
       
       
Series C Preferred Shares bears interest at a rate per annum 0.1200    
( custom:SeriesCPreferredSharesBearsInterestAtARatePerAnnum [Extension] )      
Holder converted note and interest in exchange for same number of Preferred C Shares.   1,107,607  
( custom:HolderConvertedNoteAndInterestInExchangeForSameNumberOfPreferredCShares [Extension] )      
Company issued shares of common stock to acquire assets of Dollar Shots Club     2,000,000
( custom:CompanyIssuedSharesOfCommonStockToAcquireAssetsOfDollarShotsClub [Extension] )      
Each Series C Preferred Share can be converted in to Shares of Common Stock 50    
( custom:EachSeriesCPreferredShareCanBeConvertedInToSharesOfCommonStock [Extension] )      
(End Statement - Series C Preferred Stock (Details))
 
Statement - Common Stock transactions (Details)
Statement - Common Stock transactions (Details) (USD $) 12 Months Ended
( custom:CommonStockTransactionsAbstract [Extension] )  
  Jun. 30, 2016
   
   
   
Company issued shares of common stock for cash 5,500,000
( custom:CompanyIssuedSharesOfCommonStockForCash [Extension] )  
Proceeds from issue of common stock 233,500
( custom:ProceedsFromIssueOfCommonStock [Extension] )  
Company issued shares of common stock for services rendered 2,300,000
( custom:CompanyIssuedSharesOfCommonStockForServicesRendered [Extension] )  
Value of shares of common stock issued for services rendered 206,870
( custom:ValueOfSharesOfCommonStockIssuedForServicesRendered [Extension] )  
Company issued shares of common stock for conversion of convertible debt to Roy Meadows and Trinexus, Inc 68,220,350
( custom:CompanyIssuedSharesOfCommonStockForConversionOfConvertibleDebtToRoyMeadowsAndTrinexusInc [Extension] )  
Company issued shares of common stock for conversion of convertible debt to Roy Meadows and Trinexus, Inc value 104,220
( custom:CompanyIssuedSharesOfCommonStockForConversionOfConvertibleDebtToRoyMeadowsAndTrinexusIncValue [Extension] )  
Issuances gave Mr. Meadows in excess of outstanding common stock for control powers 0.1000
( custom:IssuancesGaveMrMeadowsInExcessOfOutstandingCommonStockForControlPowers [Extension] )  
(End Statement - Common Stock transactions (Details))
 
Statement - Concentrations (Details)
Statement - Concentrations (Details) (USD $) 12 Months Ended
( custom:ConcentrationsDetailsAbstract [Extension] )  
  Jun. 30, 2015
   
   
   
Company's two largest customers accounted of sales 0.2700
( custom:CompanySTwoLargestCustomersAccountedOfSales [Extension] )  
Company's two largest customers accounted of sales 0.2600
( custom:CompanySTwoLargestCustomersAccountedOfSales1 [Extension] )  
(End Statement - Concentrations (Details))
 
Statement - Reconciliation of income tax benefit (Details)
Statement - Reconciliation of income tax benefit (Details) (USD $) 12 Months Ended
( custom:ReconciliationOfIncomeTaxBenefitDetailsAbstract [Extension] )  
  Jun. 30, 2015 Jun. 30, 2014
     
     
     
U.S federal statutory rate 0.3400 0.3400
( us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate )    
State income tax, net of federal benefit 0.0000 0.0000
( us-gaap:EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes )    
Increase in valuation allowance 0.3400 0.3400
( us-gaap:EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance )    
Income tax provision (benefit) 0.0000 0.0000
( us-gaap:EffectiveIncomeTaxRateContinuingOperations )    
(End Statement - Reconciliation of income tax benefit (Details))
 
Statement - Net deferred tax liability (Details)
Statement - Net deferred tax liability (Details) (USD $)    
( custom:NetDeferredTaxLiabilityDetailsAbstract [Extension] )    
  Jun. 30, 2015 Jun. 30, 2014
     
     
     
Net Operating Losses 2,040,000 680,000
( custom:NetOperatingLosses [Extension] )    
Less: Valuation Allowance (2,040,000 ) (680,000 )
( custom:LessValuationAllowance [Extension] )    
(End Statement - Net deferred tax liability (Details))
 
Statement - Income Tax (Details)
Statement - Income Tax (Details) (USD $)  
( custom:IncomeTaxAbstract [Extension] )  
  Dec. 31, 2015
   
   
   
Company had federal and state net operating loss carryovers 6,500,000
( custom:CompanyHadFederalAndStateNetOperatingLossCarryovers [Extension] )  
(End Statement - Income Tax (Details))
 
Statement - Commitments (Details)
Statement - Commitments (Details) (USD $)      
( custom:CommitmentsDetailsAbstract [Extension] )      
  Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2013
       
       
       
The lease calls for monthly payments 6,020    
( custom:TheLeaseCallsForMonthlyPayments [Extension] )      
Company agreed to compensate Mr. Grisaffi bonus obligations based on the profitability of the Company     120,000
( custom:CompanyAgreedToCompensateMrGrisaffiBonusObligationsBasedOnTheProfitabilityOfTheCompany [Extension] )      
Company issued shares of Preferred Series A stock to Mr. Grisaffi under the terms of the agreement     1,000,000
( custom:CompanyIssuedSharesOfPreferredSeriesAStockToMrGrisaffiUnderTheTermsOfTheAgreement [Extension] )      
Company agreed to compensate Mr. Shuman bonus obligations based on the profitability of the Company   120,000  
( custom:CompanyAgreedToCompensateMrShumanBonusObligationsBasedOnTheProfitabilityOfTheCompany [Extension] )      
Company issued shares of common stock   21,000,000  
( custom:CompanyIssuedSharesOfCommonStock [Extension] )      
Warrants to purchase shares of common stock   20,000,000  
( custom:WarrantsToPurchaseSharesOfCommonStock1 [Extension] )      
(End Statement - Commitments (Details))
 
Statement - Acquisition (Details)