Sugarmade, Inc. - Quarter Report: 2019 March (Form 10-Q)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2019

 

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from N/A to N/A

 

Commission file number: 000-23446

 

SUGARMADE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		94-3008888
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
750 Royal Oaks Dr., Suite 108, Monrovia, CA		91016
(Address of principal executive offices)		(Zip Code)

 

(888) 982-1628

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock, par value $0.001 per share		SGMD		OTCQB

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

At May 9, 2019, there were 681,548,280 shares of common stock issued and outstanding.

 

Transitional Small Business Disclosure Format (Check one): Yes ☐ No ☒

 

SUGARMADE, INC.

 

FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2019

 

TABLE OF CONTENTS

 

PART I:		Financial Information
Item 1		Financial Statements		1
		Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and June 30, 2018		1
		Condensed Consolidated Statements of Operations for three and nine months ended March 31, 2019 and 2018 (unaudited)		2
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for three and nine months ended March 31, 2019 (unaudited)		3
		Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 and 2018 (unaudited)		4
		Notes to Condensed Consolidated Financial Statements (unaudited)		5
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3		Quantitative and Qualitative Disclosures about Market Risk		29
Item 4		Controls and Procedures		29
PART II:		Other Information
Item 1		Risk Factors		30
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3		Defaults upon Senior Securities		30
Item 4		Mine Safety Disclosures		30
Item 5		Other Information		30
Item 6		Exhibits		31
Signatures				32

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

In addition to historical information, this Quarterly Report on Form 10-Q includes forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this quarterly report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industry and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.

 

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this quarterly report, or, in the case of forward-looking statements in documents incorporated by reference, as of the date of the date of the filing of the document that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We do not undertake and specifically decline any obligation to update any forward- looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

 

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this quarterly report under the caption “Risk Factors,” below, and elsewhere in this quarterly report, which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this quarterly report.

 

PART 1: Financial Information

Item I

Sugarmade, Inc. and Subsidiary Condensed Consolidated Balance Sheets

 

		March 31, 2019				June 30, 2018
			(Unaudited)
Assets
Current assets:
Cash		$	33,916			$	42,121
Accounts receivable, net			375,970				453,623
Inventory, net			627,369				531,249
Loan receivables			191,776				157,872
Other current assets			2,099,634				756,565
Total current assets			3,328,665				1,941,432
Equipment, net			450,852				195,180
Intangible assets, net			11,550				12,600
Other assets			68,751				38,751
Total assets		$	3,859,818			$	2,187,963
Liabilities and Stockholders’ Equity (Deficiency)
Current liabilities:
Note payable due to bank		$	25,982			$	25,982
Accounts payable and accrued liabilities			1,368,547				1,707,641
Customer deposits			310,128				329,509
Unearned revenue			65,013				110,142
Other payable			367,239				241,771
Accrued interest			448,942				493,365
Accrued compensation and personnel related payables			24,528				869,673
Note Payable			20,000				20,000
Notes payable – related parties			18,000				23,000
Loans payable			190,755				329,029
Loans payable – related parties			30,000				30,000
Convertible notes payable, net			1,059,655				2,399,941
Derivative liabilities			2,541,563				3,069,616
Warrants liabilities			39,192				40,400
Shares to be issued			50,000				2,691,000
Total liabilities			6,559,544				12,381,069
Stockholders’ equity (deficiency):
Preferred stock ($0.001 par value, 10,000,000 shares authorized, 2,000,000 and 0 issued and outstanding at March 31, 2019 and June 30, 2018, respectively)			2,000				—
Common stock ($0.001 par value, 1,990,000,000 shares authorized, 660,473,827 and 246,135,203 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively)			660,474				246,136
Additional paid-in capital			59,550,187				21,952,560
Shares issued advance for investment			(18,000,000	)			—
Shares to be issued, preferred shares			—				2,000,000
Shares to be issued, common shares			—				467,996
Accumulated deficiency			(44,912,387	)			(34,859,799	)
Total stockholders’ equity (deficiency)			(2,699,726	)			(10,193,106	)
Total liabilities and stockholders’ equity (deficiency)		$	3,859,818			$	2,187,963

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

 

Sugarmade, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
For the three and nine months ended March 31, 2019 and 2018

 

		For the Three Months Ended March 31, 2019				For the Three Months Ended March 31, 2018				For the Nine Months Ended March 31, 2019				For the Nine Months Ended March 31, 2018
Revenues, net		$	572,678			$	849,436			$	3,459,511			$	2,965,404
Cost of goods sold:			398,281				594,888				2,528,680				2,107,834
Gross Profit			174,397				254,549				930,831				857,570
Operating expenses:
Selling, general and administrative expense		$	634,705			$	797,196			$	5,371,662			$	2,849,789
Operating loss			(460,308	)			(542,647	)			(4,440,832	)			(1,992,219	)
Non-operating income (expense):
Other income			19,949				—				25,050				14,206
Interest Expense			(105,088	)			(97,107	)			(846,568	)			(303,484	)
Change in fair value of derivative liabilities			(510,314	)			3,680,532				(4,171,698	)			(1,384,423	)
Change in fair value of warrant liability			(24,712	)			—				1,208				—
Loss on debt conversion			—				(250,640	)			8,763				(250,640	)
Loss on debt settlement			(40,081	)			—				(295,963	)			—
Loss on asset disposal			9,391				—				9,391				—
Amortization of debt discount			(298,992	)			—				(358,589	)			—
Other expense			—				(1,265	)			—				(362,254	)
Gain on debt forgiveness			—				—				16,649				—
Total non-operating expenses, net			(949,848	)			3,331,520				(5,611,756	)			(2,286,595	)
Net income (loss)		$	(1,410,156	)		$	2,788,872			$	(10,052,588	)		$	(4,278,813	)
Weighted average shares basic and diluted			519,631,764				244,395,774				434,601,096				237,925,753
Weighted average basic and diluted loss per common share		$	(0.00	)		$	(0.01	)		$	(0.02	)		$	(0.02	)

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

 

Sugarmade, Inc. and Subsidiary
Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three and nine months ended March 31, 2019
(Unaudited)

 

		Preferred Stock								Common Stock								APIC				Investment				Share to be issued, PS				Share to be issued, CS				Accumulated Deficit				Total
Balance at June 30, 2018			—			$	—				246,135,203			$	246,136			$	21,952,561			$	—			$	2,000,000			$	467,996			$	(28,563,409	)		$	(5,100,492	)
Shares issued for debt settlement			—				—				—				—				—				—				—				174,450				—				174,450
Reclass derivative liabilities from conversions			—				—				—				—				2,714,433				—				—				—				—				2,714,433
Shares issued for conversions			—				—				27,301,360				27,301				845,558				—				—				—				—				872,859
Shares issued for cash			—				—				3,700,000				3,700				181,300				—				—				95,000				—				280,000
Shares issued for service			—				—				2,971,154				2,971				194,529				—				—				137,000				—				334,500
Net loss			—				—				—				—				—				—				—				—				(2,609,053	)			(2,609,053	)
Balance at September 30, 2018			—				—				280,107,717				280,108				25,888,381				—				2,000,000				874,446				(37,468,852	)			(8,425,917	)
Shares issued for debt settlement			—				—				6,632,605				6,633				603,965				—				—				(263,616	)							346,982
Reclass derivative liabilities from conversions			—				—				—				—				3,574,807				—				—				—				—				3,574,807
Shares issued for conversions			—				—				47,865,888				47,866				967,525				—				—				—				—				1,015,391
Initial Valuation of BCF			—				—				—				—				149,143				—				—				—				—				149,143
Shares issued for cash			—				—				4,142,857				4,143				215,857				—				—				(220,000	)			—				—
Shares issued for service			—				—				89,111,251				89,111				6,384,569				—				—				(390,830	)			—				6,082,850
Shares issued for LOI			—				—				10,000,000				10,000				1,165,000				—				—				—				—				1,175,000
Shares issued for Award-Bizright			—				—				200,000,000				200,000				17,800,000				(18,000,000	)			—				—				—				—
Shares issued for EB-5			2,000,000				2,000				—				—				1,998,000				—				(2,000,000	)			—				—				—
Net loss			—				—				—				—				—				—				—				—				(6,033,380	)			(6,033,380	)
Balance at December 31, 2018			2,000,000				2,000				637,860,318				637,861				58,747,246				(18,000,000	)			—				—				(43,502,232	)			(2,115,124	)
Reclass derivative liabilities from conversions			—				—				—				—				286,193				—				—				—				—				286,193
Shares issued for conversions			—				—				13,962,038				13,962				314,913				—				—				—				—				328,875
Shares issued for service			—				—				625,391				625				34,375				—				—				—				—				35,000
Shares issued for cash			—				—				6,000,000				6,000				54,000				—				—				—				—				60,000
Shares issued for debt settlement			—				—				2,026,080				2,026				113,460				—				—				—				—				115,487
Net loss			—				—				—				—				—				—				—				—				(1,410,156	)			(1,410,156	)
Balance at March 31, 2019			2,000,000			$	2,000				660,473,827			$	660,474			$	59,550,187			$	(18,000,000	)		$	—			$	—			$	(44,912,387	)		$	(2,699,726	)

 

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

 

Sugarmade, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows

For the nine months ended March 31, 2019 and 2018
(Unaudited)

 

		For the nine months ended March 31,
		2019				2018
Cash flows from operating activities:
Net loss		$	(10,052,588	)		$	(4,278,813	)
Adjustments to reconcile net loss to cash flows from operating activities:
Excess of debt discount over the principal			149,143				125,642
Loss on settlement			295,963				250,460
Gain on debt forgiveness			(16,649	)			—
Amortization of debt discount			870,355				364,663
Stock based compensation			3,151,206				789,229
Change in fair value of derivative liability			4,171,733				1,384,423
Amortization of Intangible Assets			1,050				—
Change in exercise of warrant			(1,208	)			—
Depreciation and amortization			41,482				85,807
Changes in assets and liabilities:
Accounts receivable			77,653				(239,302	)
Inventory			(96,120	)			100,447
Prepayment, deposits and other receivables			(168,067	)			—
Loan receivable			(33,904	)			—
Other assets			(30,000	)			(374,664	)
Bank overdraft			—				13,260
Accounts payable and accrued liabilities			(161,930	)			(194,809	)
Customer deposits			(19,381	)			66,713
Unearned revenue			(45,129	)			(11,970	)
Interest Payable			236,826				53,137
Accrued interest and Other payables			125,468				—
Net cash used in operating activities			(1,504,097	)			(1,865,597	)
Cash flows from investing activities:
Acquisition of intangible assets			—				(13,999	)
Acquisition of property and equipment			(297,154	)			(133,132	)
Net cash used in investing activities			(297,154	)			(147,131	)
Cash flows from financing activities:
Proceeds from shares to be issued			—				1,322,685
Proceeds from shares issuance			155,000				—
Proceeds from convertible notes			1,630,500				652,653
Payment to Note payable-related parties			(5,000	)			(22,666	)
Proceeds (Repayment) from(to) loans			12,546				30,342
Proceeds from loan payable-related parties			—				(158,617	)
Proceeds from advanced share issuance			—				95,094
Net cash provided by financing activities			1,793,046				1,919,491
Net increase (decrease) in cash			(8,205	)			(93,237	)
Cash paid during the period for:
Cash, beginning of period			42,121				101,880
Cash, end of period		$	33,916			$	8,643
Supplemental disclosure of non-cash financing activities
Shares issued for conversion of convertible debt			564,051				—
Reduction in derivative liability due to conversion			6,575,434				—
Debt discount related to convertible debt			2,217,123				—
Debts settled through shares issuance			1,875,647				993,250
Shares issued for advanced share payment			2,641,000				—

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

 

Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements

 

1.

Nature of Business

 

Sugarmade, Inc. (hereinafter referred to as ’‘we’’, ’‘us” or “the/our Company’’) is a publicly traded company incorporated in the state of Delaware. Our previous legal name was Diversified Opportunities, Inc. Our Company, Sugarmade, Inc. operates much of its business activities through our subsidiary, SWC Group, Inc., a California corporation (“SWC’’).

 

Sugarmade, Inc. was founded in 2010. In 2014, CarryOutSupplies.com was acquired by Sugarmade, Inc., creating the Company as it is today. As of the end of the reporting period, March 31, 2019, we were involved in several businesses including, the supply of products to the quick service restaurant sub-sector of the restaurant industry and as an importer, distributor and marketer of hydroponic supplies to various agricultural sectors. We had previously been a marketer of culinary seasoning products Seasoning Stix and Sriracha Seasoning Stix and a marketer of tree-free paper products. These products were discontinued during 2018 in order to focus the majority of our corporate resources on the marketing of hydroponic supplies.

 

The marketplace in which we plan to be mainly engaged is generally referred to as hydroponic agricultural supplies. While some of our customers are engaged in the legal cultivation, processing and/or distribution of cannabis or cannabis containing products, our Company neither sells any products containing cannabis nor do we handle, process, or distribute any products containing cannabis.

 

Our legacy business operation, CarryOutSupplies.com, is a producer and wholesaler of custom printed and generic supplies servicing more than 2,000 quick service restaurants. Our products include double poly paper cups for cold beverage; disposable, clear, plastic cold cups, paper coffee cups, yogurt cups, ice cream cups, cup lids, cup sleeves, food containers, soup containers, plastic spoons and many other similar products for this market sector. CarryOutSupplies.com was founded in 2009 when the founders gained first-hand experience within the restaurant industry of the difficulty for restaurant owners to acquire custom printed supplies at a reasonable cost. Many quick service restaurants wish to acquire custom printed products, such as those embossed with logos, but the minimum order size for such customization had been cost prohibitive. With that in mind, carry out supplies was founded to provide products to this underserved section of the market. Since that time, the company has become a key supplier to many popular U.S. franchises, particularly in the frozen dessert segments. The company estimates it holds at least a 20% market share of generic and printed products within the take-out frozen yogurt and ice cream industries.

 

In December 2017, we announced a Master Marketing Agreement with BizRight, LLC where the Company would market BizRight’s products. The Company also gained an option to acquire all of BizRight’s operations. See Note 4 below for further details.

 

Also during 2017, Sugarmade announced the signing of an exclusive distribution agreement for California, Oregon and Washington with privately held Plantation Corp. for its BudLife preservation technology based on integration of specialized gases and natural agents that dramatically extends the useful life of medical marijuana up to six (6) months by actively monitoring the internal containers environment and automatically adjusting its atmosphere as needed. Sugarmade has conducted initial product prototype testing of the BudLife product, realizing positive results. Sugarmade plans to move forward as Plantation’s distribution partner upon availability of the BudLife product line. As of the end of the reporting period, the Company is awaiting final product availability in order to begin marketing the products under the Agreement.

 

During October 2018, the Company signed a Letter of Intent to acquire Sky Unlimited, LLC doing business as Athena United, a Southern California-based, supplier of hydroponic cultivation supplies to the wholesale sector and to large commercial cultivators. Athena United operates its ecommerce website at www.AthenaUnited.com. Under the terms of the Agreement, which contains both binding and non-binding elements, Sugarmade will acquire all of the outstanding capital stock and the business operations for a combination of cash and common shares of Sugarmade. Athena United, and its associated operations, is believed to be one of the larger operators in this market sector and is producing revenues of approximately $40 million per year, is profitable, and cash flow positive. Should the Company be successful in its acquisition efforts, the operation would be integrated under the Sugarmade corporate umbrella with Sugarmade assuming all operations and recognizing all revenues and profits.

 

During January of 2019, the Company announced its intention to acquire a retail location of Washington State-based Hydro4Less. The operation is expected to produce approximately $5 million in revenues and to be profitable during calendar 2019. Additionally, via the pending transaction, Sugarmade will gain an option to purchase two additional Hydro4Less retail operations, which are currently producing in excess of $20 million annually. Should all three Hydro4Less acquisitions close, Sugarmade will increase its annual revenues by approximately $25 million per year.

 

Via the marketing agreement with BizRight, LLC and the acquisitions of Athena United and Hydro4Less, the Company believes it could become one of the largest and fast growing market participants in the cannabis and other agricultural supply/hydroponic industries. As has been also outlined and disclosed in other corporate filings, there can be no assurances these acquisitions will close and that such revenues will be realized by the Company.

 

2.

Summary of Significant Accounting

 

Policies Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

 

These interim condensed consolidated financial statements should be read in conjunction with our Company’s Annual Report on Form 10-K for the year ended June 30, 2018, which contains our audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operation, for the year ended June 30, 2018. The interim results for the period ended March 31, 2019 are not necessarily indicative of the results for the full fiscal year.

 

Principles of consolidation

 

The condensed consolidated unaudited financial statements include the accounts of our Company and its wholly-owned subsidiary, SWC Group Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Going concern

 

The Company sustained continued losses from operations during the nine months ended March 31, 2019 and for the fiscal year ended June 30, 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management is endeavoring to increase revenue-generating operations. While priority is on generating cash from operations through the sale of the Company’s products, management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity and/or debt securities, which may not be available on commercially reasonable terms to our Company, or which may not be available at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our common stock.

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Revenue recognition

 

Sugarmade applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied.

 

Substantially all of Sugarmade’s revenue is recognized at the time control of the products transfers to the customer.

 

Cash

 

Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less.

 

From time to time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.

 

Accounts receivable

 

Accounts receivable are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customer’s deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. The Company had accounts receivable net of allowances of $375,970 as of March 31, 2019 and of $453,623 as of June 30, 2018.

 

Inventory

 

Inventory consists of finished goods paper and paper-based products such as paper cups and food containers ready for sale and is stated at the lower of cost or market. We value our inventory using the weighted average costing method. Our Company’s policy is to include as a part of inventory any freight incurred to ship the product from our contract manufacturers to our warehouses. Outbound freights costs related to shipping costs to our customers are considered period costs and reflected in selling, general and administrative expenses. We regularly review inventory and consider forecasts of future demand, market conditions and product obsolescence.

 

If the estimated realizable value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimated market value. On a consolidated basis, as of March 31, 2019 and June 30, 2018, the balance for the inventory totaled $627,346 and $531,249, respectively. Obsolescence reserve at March 31, 2019 and June 30, 2018 were $16,177 and $120,486, respectively.

 

Property and equipment

 

Property and equipment is stated at the historical cost, less accumulated depreciation. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets for both financial and income tax reporting purposes as follows:

  

Machinery equipment		5 years
Furniture and equipment		7 years
Vehicles		7 years

 

Expenditures for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

 

Upon sale or disposal of an asset, the historical cost and related accumulated depreciation or amortization of such asset were removed from their respective accounts and any gain or loss is recorded in the statements of income.

 

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property, plant, and equipment was recorded in operating expenses during the nine months ended March 31, 2019 and 2018.

 

Impairment of Long-Lived Assets

 

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company, as of June 30, 2018, performed an impairment test of all of its intangible assets. Based on the company’s analysis, the company had an amortization of intangible assets of $1,050 and $0 for the nine months ended March 31, 2019 and 2018.

 

Income taxes

 

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the 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 income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of October 2, 2008, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as open tax years in these jurisdictions. We have identified the U.S. federal and California as our “major” tax jurisdictions and generally, we remain subject to Internal Revenue Service examination of our 2013 U.S. federal income tax returns. However, we have certain tax attribute carryforwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

 

We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. We have no interest or penalties as of March 31, 2019.

 

Stock based compensation

 

Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award). We estimate the fair value of employee stock options granted using the Binomial Option Pricing Model. Key assumptions used to estimate the fair value of stock options will include the exercise price of the award, the fair value of our common stock on the date of grant, the expected option term, the risk free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on our common stock. We use our company’s own data among other information to estimate the expected price volatility and the expected forfeiture rate. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

 

Loss per share

 

We calculate basic earnings per share (“EPS”) by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive.

 

Fair value of financial instruments

 

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - unobservable inputs which are supported by little or no market activity.

 

The Company used Level 3 inputs for its valuation methodology for the derivative liabilities in determining the fair value using the Binomial option-pricing model for the nine months ended March 31, 2019.

 

		Carrying Value				Fair Value Measurements at
		As of				March 31, 2019
		March 31,				Using Fair Value Hierarchy
		2019				Level 1				Level 2				Level 3
Liabilities
Derivative liabilities		$	2,541,563			$	—			$	—			$	2,541,563
Total		$	2,541,563			$	—			$	—			$	2,541,563

 

		June 30, 2018				March 31, 2019
Expected life (years)			0.5				0.5
Risk-free interest rate			2.06	%			2.44	%
Expected volatility			151	%			138	%

 

		Carrying Value				Fair Value Measurements at
		As of				June 30, 2018
		June 30,				Using Fair Value Hierarchy
		2018				Level 1				Level 2				Level 3
Liabilities
Derivative liabilities		$	3,069,616			$	—			$	—			$	3,069,616
Total		$	3,069,616			$	—			$	—			$	3,069,616

 

Derivative instruments

 

The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense).

 

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

Segment Reporting

 

FASB ASC Topic 280, “Segment Reporting”, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the Company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

FASB ASC Topic 280 has no effect on the Company’s financial statements as substantially all of its operations are conducted in one industry segment – paper and paper-based products such as paper cups, cup lids, food containers, etc.

 

New accounting pronouncements not yet adopted

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” The new standard establishes a right-of-use model that requires a lessee to recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. This standard is effective for public business entities for annual periods beginning after December 15, 2018, and for other entities for annual periods after December 15, 2019. The Company will adopt this new standard on July 1, 2019 using the modified retrospective transition method and will use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before July 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company will elect the “package of practical expedients,” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

 

The adoption of the standard will have a material impact on the Company’s financial statements, with the most significant effects related to: (1) the recognition of new ROU assets and lease liabilities on the Company’s balance sheet for its real estate and data center operating leases; (2) providing significant new disclosures about the Company’s leasing activities.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting. The new standard contains several amendments that will simplify the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

 

ASC 606, Revenue from Contracts with Customers, was issued jointly by the FASB and IASB on May 28, 2014. It was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). On August 12, 2015, the FASB issued an ASU, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

 

3.

Concentration

 

Customers

 

For the nine months ended March 31, 2019 and 2018, our Company earned net revenues of $3,459,511 and $2,965,404 respectively. The vast majority of these revenues for the period ending March 31, 2019 were derived from a large number of customers, whereas the vast majority of these revenues for the period ending March 31, 2018 were derived from a limited number of customers. No customers accounted for over 10% of the Company’s total revenues for the period ended March 31, 2019.

 

Suppliers

 

For the nine months ended March 31, 2019, we purchased products for sale from several contract manufacturers located in Asia and the U.S. A substantial portion of the Company’s inventory is purchased from two (2) suppliers. The two (2) suppliers accounted as follows: Two suppliers accounted for 38.38% and 22.36% of the Company’s total inventory purchase for the nine months ended March 31, 2019, respectively.

 

4.

Equity Transaction - Exclusive License Rights

 

On December 13, 2017, we entered into a Master Marketing Agreement with BizRight Hydroponic, Inc. (“BizRight”), a leading marketer and supplier hydroponic growth supplies, which offers a range of hydroponics-related products including: HPS grow lights, electronic ballasts, HPS Bulbs, nutrient mixes, environmental control products, pH measurement and calibration solutions and other cannabis-related grow and storage products. BizRight operates the ZenHydro.com website and other e-commerce properties, and sells various products to distributors and retailers.

 

Under the terms of the Master Marketing Agreement, all products procured, developed and imported by BizRight will be sold by the Company. The expected term of the exclusive license rights is 20 years. BizRight and its owners will be compensated via a combination of cash and common shares in Sugarmade. Effective the contract date, Bizright will be compensated Two hundred million (200,000,000) common shares. Sugarmade will compensate BizRight and its owners six million dollars ($6,000,000) in cash. The amount due will be divided over 3 payments equally and are contingent upon the filing of the S-1 and significant funding.

 

We began recognizing revenues under this marketing agreement during April 2018 and stopped recognizing the revenue in December 2018 due to the incompletion of the Master Marketing Agreement. We plan to exercise the purchase option pursuant to the agreement and begin re-recognizing revenues upon closing of the transaction.

 

As of March 31, 2019, the shares to be issued in connection with the acquisition of exclusive license rights has been issued and the transaction has not been fully completed. $550,000 in cash has been paid and reflected as a prepaid deposit in other current assets on our balance sheet.

 

5.

Legal Proceedings

 

From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined. As of date of this filing, there were no legal claims currently pending or, to our knowledge, threatened against our Company that, in the opinion of our management, would be likely to have a material adverse effect on our financial position, results of operations or cash flows, except as follows:

 

●

On December 11, 2013, the Company was served with a complaint from two Convertible Note Holders and investors in the Company, Lovitt & Hannan, Inc. Salary Deferral Plan FBO J. Thomas Hannan, Attorney at Law 401K Plan and Trust, and Kevin M. Kearney. The Company’s former CEO, Scott Lantz, was also named in the suit. On February 21, 2017, the Company signed a settlement agreement with the plaintiffs. Under the terms of the settlement agreement, the Company agreed to pay the plaintiffs $307,000 to settle all claims against the Company, which included the payoff of the two notes outstanding within one (1) week. Upon receipt of all payments, plaintiffs will surrender for cancellation of 230,000 of the Company’s shares within ten (10) days. The parties agreed that all claims against the Company would be satisfied through such payments and that the matter would be fully resolved. As of June 30, 2018, third-parties had purchased two (2) notes of approximately $80,000, reducing the Company’s exposure by $80,000. As of the date of this filing the balance for accrued legal settlement for Hannan vs Sugarmade has been reduced to $227,000, plus interest until the date of complete payoff.

 

●

On May 24, 2014, the Labor Commissioner, State of California issued an Order, Decision or Award of the Labor Commissioner against the Company in the amount of $56,365. On October 28, 2014, the Company entered into a settlement agreement, which was effective October 28, 2014, to resolve a judgment against the Company via the issuance of 502,533 restricted shares and a $30,000 cash payment. As of March 31, 2019, the shares have not been issued yet.

 

There can be no assurances the ultimate liability relative to these law suits will not exceed what is outlined above.

  

6.

Other Current Assets

 

As of March 31, 2019 and June 30, 2018, other current assets consisted of the following:

 

 

		For the periods ended
		March 31, 2019				June 30, 2018
Prepaid Deposit		$	1,775,000			$	355,500
Prepaid Inventory			75,480				92,737
Employees Advance			46,303				41,303
Prepaid Expenses			155,065				246,260
Other			47,786				20,765
Total:		$	2,099,634			$	756,565

 

7.

Intangible Asset

 

On August 21, 2017, the Company entered into an intellectual property assignment agreement with Sound Decisions to revamp the company’s shoplifty website to generate and attract more traffic from potential customers. The Company made a payment of $14,000 for the website (intellectual property). The Company amortized this use right as intangible asset over ten years, and recorded amortization expense of $1,050 and $1,400 for the periods ended March 31, 2019 and June 30, 2018, respectively.

 

8.

Property and Equipment, net

 

As of March 31, 2019 and June 30, 2018, property, plant and equipment consisted of the following:

 

		March 31, 2019				June 30, 2018
Computer Equipment		$	18,888			$	15,734
Furniture and Equipment			228,315				228,315
Leasehold Improvements			21,971				21,970
Warehouse Equipment			23,369				36,263
Assemble Machine			210,000				-
PP Production Molds			229,173				145,173
Motor Vehicles			58,523				73,817
Total			86,602				521,272
Less: accumulated depreciation			(339,385	)			(326,092	)
Plant and Equipment, net		$	450,852			$	195,180

 

For the three months ended March 31, 2019 and 2018, depreciation expenses amounted to $14,903 and $10,753, respectively. For the nine months ended March 31, 2019 and 2018, depreciation expenses amounted to $41,481 and $37,707.66, respectively.

 

The Company purchased approximately $297,154 and $147,131 property and equipment during the nine months ended March 31, 2019 and 2018, respectively.

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property, plant, and equipment was recorded in operating expenses during the nine months ended March 31, 2019 and 2018.

 

9.

Convertible Notes

 

As of March 31, 2019 and June 30, 2018, the balance owing on convertible notes, net of debt discount, with terms as described below was $1,059,655 and $2,399,941, respectively.

 

Convertible notes issued prior to the year ended June 30, 2017 were as follows:

 

Convertible note 1: On August 24, 2012, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of March 31, 2019, the note is in default.

 

Convertible note 2: On September 18, 2012, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of March 31, 2019, the note is in default.

 

Convertible note 3: On December 21, 2012, the Company entered into a convertible promissory note with an accredited investor for $100,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of March 31, 2019, the note is in default.

 

Convertible note 4: On December 19, 2016, the Company entered into a convertible promissory note with an accredited investor for $20,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount. As of March 31, 2019, the note has been fully converted.

 

Convertible note 5: On January 17, 2017, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 6: On January 20, 2017, the Company entered into a convertible promissory note with an accredited investor for $80,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 7: On February 8, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 8: On February 24, 2017, the Company entered into a convertible promissory note with an accredited investor for $66,023. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 9: On February 9, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 10: On February 28, 2017, the Company entered into a convertible promissory note with an accredited investor for $75,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount. As of March 31, 2019, the note has been fully converted.

 

Convertible note 11: On March 1, 2017, the Company entered into a convertible promissory note with an accredited investor for $100,000. The note has been purchased by other investor in total amount of $156,067 with a term of nine (9) months with an interest rate of 10% and is convertible to common shares at a 45% discount to the then current market price of our shares. As of September 30, 2018, $92,500 has been converted into the Company’s common stock and the Company incurred two conversion default penalties in total of $60,751. As of June 30, 2018, the remaining principal balance was $124,318. As of March 31, 2019, the Company converted $63,567 and the remaining balance of note was $60,751.

 

Convertible note 12: On March 23, 2017, the Company entered into a convertible promissory note with an accredited investor for $70,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 13: On February 16, 2017, the Company entered into a convertible promissory note with an accredited investor for $30,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 14: On March 31, 2017, the Company entered into a convertible promissory note with an accredited investor for $200,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of March 31, 2019, the note has been fully converted.

 

Convertible note 15 & 16: On May 17, 2017, the Company entered a convertible promissory note with an investor for a total amount of $1,375,000 (after $10,000 legal and due diligence fee) with an OID of $125,000, the note will be fulfilled through a series of funding. The note is due 12 months after each funding date and bears an interest rate of 10%. The conversion price for the note is 55% of the lowest closing bid for the 20 consecutive trading days prior to the conversion date. In connection with the note, the investor will also receive warrants and is calculated based on 15% of the maturity amount. The warrants have a life of four years with exercise price of $0.15 per share and have cashless exercise option. The Company had outstanding balance of $921,004 as of the year ended June 30, 2018. The fair value of the warrants was $40,400 as of June 30, 2018. During the nine months ended March 31, 2019, the principal balance has been fully converted, the remaining default charge balance of the note was $250,000 as of March 31, 2019 and the fair value of the warrant liability was $9,090. As of March 31, 2019, the note is in default and bears a default interest rate of 22% per annum.

 

Convertible notes issued during the year ended June 30, 2018 were as follows:

 

Convertible note 17: On July 17, 2017, the Company entered into a convertible promissory note with an accredited investor for $164,900. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.025. As of March 31, 2019, the note has been fully converted.

 

Convertible note 18: On August 3, 2017, the Company entered into a convertible promissory note with an accredited investor for $150,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 45% discount to average of 3 lowest trading price during last 20 trading days. As of March 31, 2019, the note has been fully converted.

 

Convertible note 19: On August 22, 2017, the Company entered into a convertible promissory note with an accredited investor for $35,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount of average two lowest price of last 20 trading days prices. As of March 31, 2019, the note has been fully converted.

 

Convertible note 20: On September 15, 2017, the Company entered into a convertible promissory note with an accredited investor for $150,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 45% discount to average of 3 lowest trading price during last 20 trading days. As of March 31, 2019, the note has been fully converted.

 

Convertible note 21: On September 26, 2017, the Company entered into a convertible promissory note with an accredited investor for $15,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount of average two lowest price of last 20 trading days prices. As of March 31, 2019, the note has been fully converted.

 

Convertible note 22: On December 7, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.05. As of March 31, 2019, the note has been fully converted.

 

Convertible notes issued during the nine months ended March 31, 2019 were as follows:

 

Convertible note 23: On September 20, 2018, the Company entered a convertible promissory note with an accredited investor for a total amount of $267,500 (includes $5,000 legal fee and an OID of $12,500). The note is due 360 days and bears an interest rate of 8%. The conversion price for the note is 55% of the lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 24: On October 5, 2018, the Company entered a convertible promissory note with an accredited investor for a total amount of $250,000 (includes $5,000 OID). The note is due 360 days and bears an interest rate of 8%. The conversion price for the note is 45% of average three lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 25: On November 1, 2018, the Company entered into a convertible promissory note with an accredited investor for $100,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.07.

 

Convertible note 26: On November 16, 2018, the Company entered into a convertible promissory note with an accredited investor for $80,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.07.

 

Convertible note 27: On November 16, 2018, the Company entered into a convertible promissory note with an accredited investor for $40,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.07.

 

Convertible note 28: On December 3, 2018, the Company entered into a convertible promissory note with an accredited investor for $35,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.07.

 

Convertible note 29: On December 26, 2018, the Company entered a convertible promissory note with an accredited investor for a total amount of $250,000 (includes $5,000 OID). The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 45% of average three lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 30: On January 8, 2019, the Company entered a convertible promissory note with an accredited investor for a total amount of $105,000. The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 35% of average two lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 31: On January 22, 2019, the Company entered a convertible promissory note with an accredited investor for a total amount of $100,000. The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 42% of average three lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 32: On January 24, 2019, the Company entered a convertible promissory note with an accredited investor for a total amount of $53,000. The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 35% of average two lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 33: On February 26, 2019, the Company entered a convertible promissory note with an accredited investor for a total amount of $100,000. The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 42% of average three lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

Convertible note 34: On March 4, 2019, the Company entered a convertible promissory note with an accredited investor for a total amount of $250,000 (includes $7,000 OID). The note is due 360 days and bear an interest rate of 8%. The conversion price for the note is 42% of average two lowest closing bid for the 20 consecutive trading days prior to the conversion date.

 

For the period ended March 31, 2019, the Company’s convertible notes consisted of following:

 

Balance						Conversion				Balance
as of		Default		Addition/		in		# of		as of				Interest		Conversion
06.30.2018		Penalty		(Repayment)		principal		shares		03.31.2019		Due Date		Rate		Price
25,000		—		—		—		—		25,000		2/24/2013		14%		75% of the average of 30 days prior to the conversion date.
25,000		—		—		—		—		25,000		3/18/2013		14%		75% of the average of 30 days prior to the conversion date.
100,000		—		—		—		—		100,000		6/21/2013		14%		75% of the average of 30 days prior to the conversion date.
20,000		—		—		20,000		1,160,391		—		7/17/2017		10%		40% discount of average price of last 20 trading days prices
25,000		—		—		25,000		1,426,674		—		7/17/2017		8%		40% discount of average two lowest price of last 20 trading days prices
50,000		—		—		50,000		2,931,188		—		8/8/2017		8%		40% discount of average two lowest price of last 20 trading days prices
80,000		—		—		80,000		4,530,846		—		7/20/2017		8%		40% discount of average two lowest price of last 20 trading days prices
66,023		—		—		66,023		3,712,324		—		8/24/2017		8%		40% discount of average two lowest price of last 20 trading days prices
50,000		—		—		50,000		2,390,805		—		8/9/2017		8%		40% discount of average two lowest price of last 20 trading days prices
75,000		—		—		75,000		4,378,547		—		7/31/2017		8%		40% discount of average two lowest price of last 20 trading days prices
124,318		—		—		63,567		3,919,404		60,751		12/1/2017		10%		45% discount of lowest price of last 20 trading days prices
70,000		—		—		70,000		4,067,072		—		9/23/2017		8%		40% discount of average two lowest price of last 20 trading days prices
30,000		—		—		30,000		1,500,010		—		8/16/2017		8%		Greater of 40% discount to average of 3 lowest trading price during last 20 trading days or $.05
200,000		—		—		200,000		11,557,652		—		9/30/2017		8%		40% discount of average two lowest price of last 20 trading days prices
921,004		—		—		671,004		31,483,740		250,000		5/12/2018		22%		45% discount of lowest price of last 20 trading days prices
150,000		—		—		150,000		3,745,330		—		5/3/2018		10%		45% discount to average of 3 lowest trading price during last 20 trading days
164,900		—		—		164,900		6,596,000		—		7/17/2018		8%		The conversion price shall be $0.025 per share
35,000		—		—		35,000		691,184		—		8/22/2018		8%		40% discount of average two lowest price of last 20 trading days prices
15,000		—		—		15,000		294,114		—		9/26/2018		8%		40% discount of average two lowest price of last 20 trading days prices
50,000		—		—		50,000		1,000,000		—		12/7/2018		8%		The conversion price shall be $0.05 per share
—		—		267,500		—		—		267,500		9/15/2019		8%		55% discount of lowest price of last 20 trading days prices
—		—		250,000		—		—		250,000		10/5/2019		8%		45% discount of average three lowest price of last 20 trading days prices
—		—		100,000		—		—		100,000		10/31/2019		8%		The conversion price shall be $0.07 per share
—		—		80,000		—		—		80,000		11/15/2019		8%		The conversion price shall be $0.07 per share
—		—		40,000		—		—		40,000		11/15/2019		8%		The conversion price shall be $0.07 per share
—		—		35,000		—		—		35,000		12/2/2019		8%		The conversion price shall be $0.07 per share
—		—		250,000		—		—		250,000		12/26/2019		8%		45% discount of average three lowest price of last 20 trading days prices
—		—		105,000		—		—		105,000		1/8/2020		8%		35% discount of average two lowest price of last 20 trading days prices
—		—		100,000		—		—		100,000		1/22/2020		8%		42% discount of average three lowest price of last 20 trading days prices
—		—		53,000		—		—		53,000		1/24/2020		8%		35% discount of average two lowest price of last 20 trading days prices
—		—		100,000		—		—		35,000		2/26/2020		8%		42% discount of average three lowest price of last 20 trading days prices
—		—		250,000		—		—		250,000		3/4/2020		8%		42% discount of average two lowest price of last 20 trading days prices
2,426,245				1,630,500		1,965,494		89,129,286		2,091,250

 

In connection with the convertible debt, debt discount balance as of March 31, 2019 and June 30, 2018 were $1,031,596 and $26,303, respectively, and were being amortized and recorded as interest expenses over the term of the convertible debt.

 

As of March 31, 2019, the Company’s debt discount consisted of following:

 

Note Date		Due Date		OID				Amortization for FY 2018				Debt Discount Balance at 6/30/2018				Amortization for the nine months ended 03/31/2019				Debt Discount Balance at 03/31/2019
08/22/2017		8/22/2018		$	35,000			$	29,918			$	5,082			$	5,082			$	—
09/26/2017		9/26/2018			15,000				11,384				3,616				3,616				—
07/17/2017		7/17/2018			164,900				160,445				4,455				4,455				—
12/07/2017		12/7/2018			50,000				36,849				13,151				13,151				—
09/20/2018		9/15/2019			12,500				—				—				6,667				5,833
09/20/2018		9/15/2019			250,000				—				—				133,333				116,667
10/05/2018		10/5/2019			5,000				—				—				2,425				2,575
10/05/2018		10/5/2019			245,000				—				—				118,808				126,192
11/01/2018		11/1/2019			84,286				—				—				34,638				49,648
11/16/2018		11/16/2019			36,571				—				—				13,526				23,045
11/16/2018		11/16/2019			18,286				—				—				6,763				11,523
12/03/2018		12/3/2019			10,000				—				—				3,233				6,767
12/26/2018		12/26/2019			5,000				—				—				1,301				3,699
12/26/2018		12/26/2019			245,000				—				—				63,767				181,233
01/08/2019		01/08/2020			92,101				—				—				20,691				71,410
01/22/2019		01/22/2020			87,478				—				—				16,297				71,181
01/22/2019		01/22/2020			2,000												373				1,627
01/24/2019		01/24/2020			47,432				—				—				8,577				38,856
02/26/2019		02/26/2020			96,708				—				—				8,743				87,965
02/26/2019		02/26/2020			2,000				—				—				181				1819
03/04/2019		03/04/2020			243,000				—				—				17,926				225,074
03/04/2019		03/04/2020			7,000				—				—				516				6,484
Total:								$	41,302			$	26,303			$	484,070			$	1,031,596

 

10.

Derivative liabilities

 

The derivative liability is derived from the conversion features in note 9 and stock warrant in note 11. All were valued using the Binomial option pricing model using the assumptions detailed below. As of March 31, 2019 and June 30, 2018, the derivative liability was $2,541,563 and $3,069,616, respectively. The Company recorded $4,171,698 and$1,384,423 loss from changes in derivative liability during the nine months ended March 31, 2019 and 2018, respectively. The Binomial Option Price Model with the following assumption inputs:

 

		March 31, 2019
Annual dividend yield			—
Expected life (years)			0.5-1.00
Risk-free interest rate			2.40-2.64	%
Expected volatility			118-150	%

 

		December 31, 2018
Annual dividend yield			—
Expected life (years)			0.5-1.00
Risk-free interest rate			2.49-2.72	%
Expected volatility			118-175	%

 

		September 30, 2018
Annual dividend yield			—
Expected life (years)			0.5-1.00
Risk-free interest rate			2.15-2.37	%
Expected volatility			87-123	%

 

		June 30, 2018
Annual dividend yield			—
Expected life (years)			0.15-1.00
Risk-free interest rate			1.08-2.12	%
Expected volatility			103-202	%

 

Fair value of the derivative is summarized as below:

 

Beginning Balance, June 30, 2018		$	3,069,616
Additions			427,076
Mark to Market			1,641,457
Reclassification to APIC due to conversions			(2,714,433	)
Balance, September 30, 2018		$	2,423,716
Additions			865,503
Mark to Market			2,019,927
Reclassification to APIC due to conversions			(3,574,808	)
Balance, December 31, 2018		$	1,734,338
Additions			583,103
Mark to Market			510,315
Reclassification to APIC due to conversions			(286,193	)
Balance, March 31, 2019		$	2,541,563

 

11.

Stock warrants

 

On various dates during June 2014 and December 2014 the Company and holders of certain convertible notes agreed to cancel warrants to purchase common shares in the Company and to extend the due dates on the Notes to July 1, 2016. $0.50 warrants and “Bonus Warrants” priced at $0.01, as defined in the original Convertible Note Purchase Agreements we cancelled pertaining to the Note and warrants acquired on the following dates for the following Convertible Notes and amounts. These warrants were expired on July 1, 2016.

 

On May 17, 2017, the Company entered a promissory note with an accredited investor for a total amount of $1,375,000 (after $10,000 legal and due diligence fee) with an OID of $125,000, the note will be fulfilled through a series of funding. In connection with the note, the investor will also receive warrants and is calculated based on 15% of the maturity amount. The warrants have a life of four years with an exercise price of $0.15 per share and have cashless exercise option. The fair value of the warrants at the grant date was $40,400. As of March 31, 2019 and June 30, 2018, the fair value of the warrant liability was $9,090 and $40,400, respectively.

 

On September 7, 2018, the Company entered a settlement agreement with several investors to settle all disputes by issues additional unrestricted shares. In connection with the note each individual investor will also receive warrants equal to the number of the shares the investors own as of the effective date of the settlement agreement. The warrants have a life of five years with an exercise price as of the date of exchange. The fair value of the warrants at the grant date was $56,730. As of March 31, 2019 and June 30, 2018, the fair value of the warrant liability was $30,102 and $0, respectively.

 

As of March 31, 2019 and June 30, 2018, the total fair value of the warrant liability was $39,192 and $40,400, respectively.

 

The Binomial Option Price Model with the following assumption inputs:

 

Warrants liability		March 31, 2019
Annual dividend yield			—
Expected life (years)			0.5-5
Risk-free interest rate			2.23%-2.82	%
Expected volatility			119%-393	%
		June 30, 2018
Warrants issued in May 2017
Annual dividend yield			—
Expected life (years)			0.5
Risk-free interest rate			2.06	%
Expected volatility			151	%

 

Below is the movement of warrants for the period ending March 31, 2019:

 

		Number of  Shares				Weighted Average  Exercise Price				Weighted Average Remaining contractual life
Outstanding at June 30, 2016			131,250			$	0.20
Expired			131,250				0.20				4.00
Granted			505,000			$	0.15				3.86
Outstanding at June 30, 2017			505,000				0.20
Exercised			—				—
Granted			—			$	—
Outstanding at June 30, 2018			505,000			$	0.15				0.50
Granted			578,880				0.08				5.00
Exercised			—				—
Outstanding at March 31, 2019			1,083,880			$	0.15				0.50

 

12.

Note payable due to bank

 

During October 2011, we entered into a revolving demand note (line of credit) arrangement with HSBC Bank USA, with a revolving borrowing limit of $150,000. The line of credit bears a variable interest rate of one quarter percent (0.25%) above the prime rate (5.5% as of December 20, 2018). In the event the deposit account is not established or minimum balance maintained, HSBC can charge a higher rate of interest of up to 4.0% above prime rate. As of March 31, 2019 and June 30, 2018, the loan principal balance was $25,982. As of March 31, 2019, the note is in default.

 

13.

Related party transactions

 

On January 23, 2013, the Company entered into a promissory note with its former employee who owns less than 5% of the Company’s stock. The original principal amount was $40,000 and the note bore no interest. The note was payable upon demand. As of March 31, 2019 and June 30, 2018, this note had a balance of $18,000.

 

On January 14, 2015, the Company entered into a promissory note with Richard Ko (an employee of the Company, who owns less than 5% of the Company’s stock). The principle amount was $30,000 and the note bore no interest. The note had a term of one (1) year and was due on January 14, 2016, and became payable upon demand after January 14, 2016. As of March 31, 2019 and June 30, 2018, this note had a balance of $0 and $5,000, respectively.

 

As of March 31, 2019 and June 30, 2018, the Company had an outstanding balance of notes payable due to related parties of $18,000 and $23,000, respectively.

 

On July 7, 2016, SWC received a loan in total amount of $30,000 from an employee. The amount of the loan bears no interest and due on demand. As of March 31, 2019 and June 30, 2018, the balance of the loan due to related party was $30,000 and $30,000, respectively.

 

From time to time, SWC would receive short-term loans from company former director for its working capital needs.

 

14.

Loans payable

 

On June 26, 2017, SGMD entered a straight promissory note with a company (whose major shareholder is the former director of the Company) for borrowing $150,820 with maturity date on March 31, 2018; the note bears an interest rate of 12%, commencing on October 31, 2017, and on the last day of each moth thereafter until the notes is paid in full, the Company shall make an interest payment. As of October 2017, they are no long a related party. As of June 30, 2018, the outstanding balance under this note was $150,820. As of March 31, 2019, the note has been fully settled into 1,508,200 shares of the Company’s common stock.

 

During the year ended June 30, 2017, the Company entered a series of short-term loan agreements with Greater Asia Technology Limited (Greater Asia) for borrowing $375,000, with interest rate at 40% - 50% of the principal balance. As of March 31, 2019 and June 30, 2018, the outstanding balance with Greater Asia loans were $163,924 and $140,125, respectively. As of March 31, 2019, the note was in default.

 

On July 1, 2016, the Company entered into a repayment agreement with its employee for $20,280 at no interest. As of March 31, 2019 and June 30, 2018, the Company has an outstanding balance of $4,084 and $4,285.

 

On January 30, 2018, the Company entered a straight promissory note with an individual with one or more on demand loan with maturity date on January 30, 2019 and no interest shall be charged to the Company. As of March 31, 2019, the outstanding balance under this note was $22,747.

 

As of March 31, 2019 and June 30, 2018, the Company had an outstanding loan balance of $190,755 and $329,029, respectively.

 

15.

Stockholder’s Deficiency

 

The Company is authorized to issue 1,990,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock.

 

During the year ended June 30, 2018, the Company issued 1,171,429 shares of common stock for cash in total amount of $82,000.

 

During the year ended June 30, 2018, the Company issued 4,736,842 shares of common stock for services in total amount of $180,000.

 

During the year ended June 30, 2018, the Company issued 13,492,560 shares of common stock to settle the old debt in total amount of $306,810.

 

During the three months ended September 30, 2018 and the year ended June 30, 2018, the Company had entered into multiple private placement agreements and had issued 2,000,000 shares of preferred stock in total amount of $2,000,000. The shares had been issued as of December 31, 2018.

 

During the three months ended September 30, 2018, the Company issued 27,301,360 shares of common stock to settle debt in total amount of $872,859.

 

During the three months ended September 30, 2018, the Company issued 2,971,154 shares of common stock for services in total amount of $197,500.

 

During the three months ended September 30, 2018, the Company issued 3,700,000 shares of common stock for cash in total amount of $185,000.

 

During the three months ended December 31, 2018, the Company issued 6,632,605 shares of common stock to settle the old debt in total amount of $610,598, included 2,985,568 shares of common stock issued from share to be issued, common stock in total amount of $263,616.

 

During the three months ended December 31, 2018, the Company issued 47,865,888 shares of common stock for debt conversions in total amount of $1,015,391.

 

During the three months ended December 31, 2018, the Company issued 4,142,857 shares of common stock for cash in total amount of $220,000.

 

During the three months ended December 31, 2018, the Company issued 89,111,251 shares of common stock for service in total amount of $6,473,680, included 7,296,572 shares of common stock issued from share to be issued, common stock in total amount of $390,830.

 

During the three months ended December 31, 2018, the Company (buyer) signed a letter of intent (LOI) regarding a potential acquisition of all the outstanding capital stock, assets and assumption of liabilities of A company (seller). The Company issued 10,000,000 shares of common stock upon the signing of the LOI in total amount of $1,175,000. The share is non-refundable and vested immediately, but was issued on a restricted basis with a restrictive legend and will be subject to normal restrictions imposed by the financial industry and governmental agencies.

 

During the three months ended December 31, 2018, the Company issued 200,000,000 shares of common stock as consideration for certain master purchase agreement in total amount of $18,000,000. The acquisition has not been fully completed as of March 31, 2019.

 

During the three months ended March 31, 2019, the Company issued 2,026,080 shares of common stock to settle the contingent liability in total amount of $47,660, with loss on debt settlement of $100,822.

 

During the three months ended March 31, 2019, the Company issued 13,962,038 shares of common stock for debt conversions in total amount of $328,875.

 

During the three months ended March 31, 2019, the Company issued 6,000,000 shares of common stock for cash in total amount of $60,000.

 

During the three months ended March 31, 2019, the Company issued 625,391 shares of common stock for service in total amount of $35,000.

 

As of March 31, 2019 and June 30, 2018, the Company had 2,000,000 shares and 0 share of its preferred stock, 660,473,827 and 246,135,203 shares of its common stock, respectively, issued and outstanding.

 

16.

Shares to be issued – liability

 

During the year ended June 30, 2018, the Company had entered into multiple private placement agreements and had shares to be issued under liability in total amount of $2,691,000.

 

During the three months ended September 30, 2018, the Company issued 3,700,000 shares of the Company’s common stock for cash in total amount of $185,000. Share to be issued under liability is reduced by $185,000 due to such issuance.

 

During the three months ended September 30, 2018, the Company had entered into a multiple private placement agreement and had increased shares to be issued under liability by 1,000,000 shares, for total amount of $50,000.

 

During the three months ended December 31, 2018, the Company issued 45,307,142 shares of the Company’s common stock for cash & services in total amount of $2,506,000. Share to be issued is reduced by $2,506,000 due to such issuance.

 

As of March 31, 2019 and June 30, 2018, the Company had balance of $50,000 and $2,691,000 share to be issued.

 

17.

Shares to be issued – equity

 

For the year ended June 30, 2018, the Company had entered into multiple private placement agreements and had increased potential shares to be issued under common stock in total amount of $467,996.

 

During the three months ended September 30, 2018, the Company had entered into multiple private placement agreements and had increased potential shares to be issued under common stock in total amount of $95,000. The shares have been issued as of December 31, 2018.

 

During the three months ended September 30, 2018, the Company had entered into multiple service agreements and had increased potential shares to be issued for service compensation in total amount of $137,000. The shares have been issued as of December 31, 2018.

 

During the three months ended September 30, 2018, the Company had entered into debt settlement and had increased potential shares to be issued for debt settlement under common stock in total amount of $174,450. The shares have been issued as of December 31, 2018.

 

During the three months ended September 30, 2018 and the year ended June 30, 2018, the Company had entered into multiple private placement agreements and had increased potential shares to be issued under preferred stock in total amount of $2,000,000, respectively. The shares have been issued as of December 31, 2018.

 

As of March 31, 2019, the Company had total potential shares to be issued under common stock and preferred stock in total amount of $0.

 

18.

Commitments and contingencies

 

On February 23, 2018 the Company entered into lease agreement for a new office space as part of the plan to expand operation, the lease is set to commence Commencing March 1, 2018. The term of the lease is for a (5) Five Years with 1 month free on the 1^st year of the term. The monthly rent on the 1^st year will be $11,770 with a 3% increase for each subsequent year. Total commitment for the full term of the lease will be $737,367. As of the date of this filing, this property became the headquarter of the company.

 

19.

Subsequent events

 

On April 2, 2019, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $100,000.

 

On April 4, 2019, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $100,000.

 

On April 11, 2019, the Company issued 4,278,074 shares of the Company’s common stock for debt conversions in total amount of $100,000.

 

On April 15, 2019, the Company issued 1,916,117 shares of the Company’s common stock for debt conversions in total amount of $45,000.

 

On May 2, 2019, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $125,000.

 

On May 2, 2019, the Company issued 2,066,116 shares of the Company’s common stock for debt conversions in total amount of $40,000.

 

On May 7, 2019, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $100,000.

 

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

As reported on Form 8-K filed on April 10, 2018 with the Securities and Exchange Commission, or SEC, BF Borgers CPA (“Borgers”) was dismissed as the independent registered public accounting firm for the Company effective as of March 21, 2018. The dismissal of Borgers was approved by the Company’s Board of Directors. Other than an explanatory paragraph included in Borgers’ audit report for the Company’s fiscal year ended December 31, 2017, 2016 and 2015 relating to the uncertainty of the Company’s ability to continue as a “going concern”, the audit report of Borgers on the Company’s financial statements for the last three fiscal years ended December 31, 2017, 2016 and 2015, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s 2017, 2016 and 2015 fiscal years and through March 21, 2018, (1) there were no disagreements with Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Borgers, would have caused Borgers to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

As a result of the dismissal of Borgers as the independent registered public accounting firm for the Company, on April 2, 2018, the Company engaged L&L CPAS, PA, a PCAOB and CPAB registered firm (“L&L”). Neither we, nor anyone on our behalf, has consulted with L&L regarding (i) the type of final audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that L&L concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward- looking statement. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q. See “SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS” above.

 

Sugarmade, Inc. (hereinafter referred to as “we”, “us” or “the/our Company”) is a publicly traded company incorporated in the state of Delaware. Our previous legal name was Diversified Opportunities, Inc.  Our Company primarily operates through our subsidiary, Sugarmade, Inc., a California corporation (“SWC Group, Inc., - CA”). We are headquartered in Monrovia, California, a suburb of Los Angeles, with an additional warehouse location in Southern California. As of date of this filing, we employ 16 full and part-time workers and contractors.

 

As of the end of the reporting period, March 31, 2019, we were involved in several businesses including, the supply of products to the quick service restaurant sub-sector of the restaurant industry and as an importer, distributor and marketer of hydroponic supplies to various agricultural sectors. We had previously been a marketer of culinary seasoning products Seasoning Stix and Sriracha Seasoning Stix and a marketer of tree-free paper products. These products were discontinued during 2018 in order to focus the majority of our corporate resources on the marketing of hydroponic supplies.

 

As of the date of this filing and moving into the future, our primary focus we be on supplying the hydroponic and indoor/outdoor cultivation agricultural market sectors, including the cannabis cultivation, processing and distribution sectors. While our entrance into this business sector was announced during late November 2017, we did not begin to recognize revenues from these operation until later in calendar 2018.

 

Our board of directors believes the Company has a significant market opportunity to act as a supplier to the legal cannabis cultivation, processing and distribution market sectors. We approach these markets as a supplier of products to legal market participants and do not engage in the business of cultivating, processing or distributing cannabis or any products that contain cannabis. While our primary focus has been on companies engaged in such business operations on the west coast of the United States, our business has significantly expanded as legal medical and recreational cannabis business activities have proliferated into many other states.

 

While our business is rapidly expanding across most of the United States and across the west coast, California remains an important marketplace due both the sheer size of the State’s economy and due to the rapid embrace of legalization. We also believe the Company has strong revenue expansion opportunities within the retail hydroponic agricultural sector as these businesses are complementary to our current business. We are currently in process of analyzing several acquisitions for expansion in this area.

 

In December 2017, we announced a Master Marketing Agreement with BizRight, LLC where the Company would market BizRight’s products. The Company also gained an option to acquire all of BizRight’s operations. We began recognizing revenues under this marketing agreement during late calendar 2018 and expect to begin recognizing an increasing amount of revenue under the Master Marketing Agreement as we move further into calendar 2019 after completion of the acquisition.

 

Also during 2017, Sugarmade announced the signing of an exclusive distribution agreement for California, Oregon and Washington with privately held Plantation Corp. for its BudLife preservation technology based on integration of specialized gases and natural agents that dramatically extends the useful life of medical marijuana up to six (6) months by actively monitoring the internal containers environment and automatically adjusting its atmosphere as needed. Sugarmade has conducted initial product prototype testing of the BudLife product, realizing positive results. Sugarmade plans to move forward as Plantation’s distribution partner upon availability of the BudLife product line. As of the end of the reporting period, the Company is awaiting final product availability in order to begin marketing the products under the Agreement.

 

During October 2018, the Company signed a Letter of Intent to acquire Sky Unlimited, LLC doing business as Athena United, a Southern California-based, supplier of hydroponic cultivation supplies to the wholesale sector and to large commercial cultivators. Athena United operates its ecommerce website at www.AthenaUnited.com. Under the terms of the Agreement, which contains both binding and non-binding elements, Sugarmade will acquire all of the outstanding capital stock and the business operations for a combination of cash and common shares of Sugarmade. Athena United, and its associated operations, is believed to be one of the larger operators in this market sector and is producing revenues of approximately $40 million per year, is profitable, and cash flow positive. Should the Company be successful in its acquisition efforts, the operation would be integrated under the Sugarmade corporate umbrella with Sugarmade assuming all operations and recognizing all revenues and profits.

 

During January 2019, the Company announced its intention to acquire a retail location of Washington State-based Hydro4Less. The operation is expected to produce approximately $5 million in revenues and to be profitable during calendar 2019. Additionally, via the pending transaction, Sugarmade will gain an option to purchase two additional Hydro4Less retail operations, which are currently producing in excess of $20 million annually. Should all three Hydro4Less acquisitions close, Sugarmade will increase its annual revenues by approximately $25 million per year.

 

Via the marketing agreement with BizRight, LLC and the acquisitions of Athena United and Hydro4Less, the Company believes it could become one of the largest and fast growing market participants in the cannabis and other agricultural supply/hydroponic industries. As has been also outlined and disclosed in other corporate filings, there can be no assurances these acquisitions will close and that such revenues will be realized by the Company.

 

We plan to continue our business pursuits relative to our CarryOutSuppies.com business, which is a producer and wholesaler of custom printed and generic supplies servicing more than 2,000 quick service restaurants. Our products include double poly paper cups for cold beverage; disposable, clear, plastic cold cups, paper coffee cups, yogurt cups, ice cream cups, cup lids, cup sleeves, food containers, soup containers, plastic spoons and many other similar products for this market sector. CarryOutSupplies.com was founded in 2009. Carryoutsupplies management estimates it holds an approximately 20% to 30% market share of generic and printed products within the take out frozen yogurt and ice cream industries.

 

Employees and consultants

 

The Company employs approximately 16 full-time and part-time workers, and consultants, most of whom work within the City of Monrovia, California headquarters location, while small numbers are in our distribution warehouse located in Duarte, California.

 

Overview and Financial Condition

 

Discussions with respect to our Company’s operations included herein refer to our operating subsidiary, SWC. As of the date of this filing, we had no other operations other than those of SWC.

 

Results of Operations

 

The following table sets forth the results of our operations for the three months ended March 31, 2019 and 2018.

 

		For the three months ended
		March 31,
		2019				2018
Net Sales			572,678				849,436
Cost of Goods Sold:			398,281				594,888
Gross profit			174,397				254,549
Operating Expenses			634,705				797,196
Loss From Operations			(460,308	)			(542,647	)
Other non-operating Income (Expense):			(949,848	)			3,331,520
Net Income (Loss)			(1,410,156	)			2,788,872

 

Revenues

 

For the three months ended March 31, 2019 and 2018, revenues were $572,678 and $849,436, respectively. The decrease was primarily due to business loss within the stick supply industry.

 

Cost of goods sold

 

For the three month ended March 31, 2019 and 2018, costs of goods sold were $398,281 and $594,888 respectively. The decrease was primarily due to the business loss within the stick supply industry.

 

Gross profit

 

For the three month ended March 31, 2019 and 2018, gross profit was $174,397 and $254,549, respectively. The decrease was primarily due to the business loss within the stick supply industry.

 

Operating expenses

 

For the three month ended March 31, 2019 and 2018, operating expenses were $634,705 and $797,196, respectively. The decrease was due to the decrease in audit fee after change of independent auditor.

 

Other non-operating income (expense)

 

The Company had total other non-operating expense of $949,848 and income of $3,331,520 for the three months ended March 31, 2019 and 2018, respectively. The decrease in non-operating income is related to the accounting for derivative liabilities.

 

Net income (loss)

 

Net loss totaled $1,410,156 for the three month ended March 31, 2019, compared to a net income totaling $2,788,872 for the three-month ended March 31, 2018. The decrease was mainly due to the decrease in accounting fees and changes in derivative liabilities.

 

The following table sets forth the results of our operations for the nine months ended March 31, 2019 and 2018.

  

		For the nine months ended
		March 31,
		2019				2018
Net Sales		$	3,459,511				2,965,404
Cost of Goods Sold:			2,528,680				2,107,834
Gross profit			930,831				857,570
Operating Expenses			5,371,662				2,849,789
Loss From Operations			(4,440,832	)			(1,992,219	)
Other non-operating Income (Expense):			(5,611,756	)			(2,286,595	)
Net Income (Loss)			(10,052,588	)			(4,278,813	)

 

Revenues

 

For the nine months ended March 31, 2019 and 2018, revenues were $3,459,511 and $2,965,404, respectively. The increase was primarily due to seasonality changes within the yogurt and restaurant supply industry.

 

Cost of goods sold

 

For the nine month ended March 31, 2019 and 2018, costs of goods sold were $2,528,680 and $2,107,834 respectively. The increase was primarily due to the frozen yogurt sector expanding and preparing for the industry’s pick-up in its seasonal trend.

 

Gross profit

 

For the nine month ended March 31, 2019 and 2018, gross profit was $930,831 and $857,570, respectively. The increase was primarily due to the seasonality changes in yogurt and restaurant supply industry.

 

Operating expenses

 

For the nine month ended March 31, 2019 and 2018, operating expenses were $5,371,662 and $2,849,789, respectively. The increase was attributable to issuing of the common stock compensation expenses for employees, legal, and consulting fees.

 

Other non-operating income (expense)

 

The Company had total other non-operating expense of $5,611,756 and expense of $2,286,595 for the nine months ended March 31, 2019 and 2018, respectively. The increase in non-operating income is related to the accounting for derivative liabilities.

 

Net income (loss)

 

Net loss totaled $10,052,588 for the nine month ended March 31, 2019, compared to a net loss totaling $4,278,813 for the nine month ended March 31, 2018. The increase was attributable to issuing all of the stock compensation expenses for employees, legal, and consulting fees.

 

Liquidity and Capital Resources

 

We have primarily financed our operations through the sale of unregistered equity and convertible notes payable. As of March 31, 2019, our Company had cash balance of $33,916, current assets totaling $3,328,665 and total assets of $3,859,818. We had current and total liabilities totaling $6,559,544. Stockholders’ equity reflected a deficiency of $2,699,726.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended March 31, 2019 and 2018:

 

		2019				2018
Cash (used in) provided by:
Operating activities		$	(1,504,097	)		$	(1,865,597	)
Investing activities			(297,154	)			(147,131	)
Financing activities			1,793,046				1,919,491

 

Net cash (used in) provided by operating activities was $(1,504,097) for the nine months ended March 31, 2019, and $(1,865,597) for the nine months ended March 31, 2018.

 

There were $297,154 and $147,131 fixed assets and intangible assets purchased during the nine months ended March 31, 2019 and 2018 relating to investing activities, respectively.

 

Net cash (used in) provided by financing activities was $1,793,046 for the nine months ended March 31, 2019 and $1,919,491 for the nine months ended March 31, 2018.

 

Our capital requirements going forward will consist of financing our operations until we are able to reach a level of revenues and gross margins adequate to equal or exceed our ongoing operating expenses. Other than the notes payable discussed above, borrowings from our bank and the production credit facility with our suppliers, we do not have any credit agreement or source of liquidity immediately available to us.

 

Given estimates of our Company’s future operating results and our credit arrangements with our suppliers, we are currently forecasting that we will need to secure additional financing to obtain adequate financial resources to reach profitability. As of the date of this report, we estimate that the cash necessary to implement our current business plan for the next twelve months is approximately $2,000,000.

 

Based on our need to raise additional funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of our financial statements on a going concern basis in the notes to our financial statements and our independent public accountants have included a similar discussion in their opinion on our financial statements through June 30, 2018. We will be required in the near future to issue debt or sell our Company’s equity securities in order to raise additional cash, although there are no firm arrangements in place for any such financing at this time. We cannot provide any assurances as to whether we will be able to secure the necessary financing, or the terms of any such financing transaction if one were to occur. The failure to secure such financing could severely curtail our plans for future growth or in more severe scenarios, the continued operations of our Company.

 

Capital Expenditures

 

Our current plans do not call for our Company to expend significant amounts for capital expenditures for the foreseeable future beyond relatively insignificant expenditures for office furniture and information technology related equipment as we add employees to our Company. We are however continually evaluating the production processes of our third party contract manufacturers to determine if there are investments we could make in their processes to achieve manufacturing improvements and significant cost savings. Any such desired investments would require additional cash above our current forecast requirements.

 

Critical Accounting Policies Involving Management Estimates and Assumptions

 

Please see the notes to our financial statements.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Intentionally omitted pursuant to Item 305(e) of Regulation S-K.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

 

As required by the Securities and Exchange Commission Rule 13a-15(e) and Rule 15d-15(e), we carried out an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2019, our disclosure controls and procedures were ineffective due to the Company is relatively inexperienced with certain complexities within USGAAP and SEC reporting.

 

We have taken, and are continuing to take, certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We plan to hire additional credentialed professional staff and consulting professionals with greater knowledge and experience of U.S. GAAP and related regulatory requirements to oversee our financial reporting process in order to ensure our compliance with U.S. GAAP and other relevant securities laws. In addition, we plan to provide additional training to our accounting personnel on U.S. GAAP, and other regulatory requirements regarding the preparation of financial statements.

 

Notwithstanding the above identified material weakness, the Company’s management believes that its condensed consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Changes in Internal Controls over Financial Reporting

 

There have not been any changes in our internal controls over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II: Other Information

 

ITEM 1 – RISK FACTORS

 

Investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this herein before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could suffer. In that case, the market price of our common stock could decline, and you may lose all or part of your investment. You should also read the section entitled “Special Notes Regarding Forward-Looking Statements” below for a discussion of what types of statements are forward-looking statements as well as the significance of such statements in the context of this report.

 

Investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this herein before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could suffer. In that case, the market price of our common stock could decline, and you may lose all or part of your investment.

 

The Company, as of the end of the 2018 fiscal year (June) was at a stage where it requires external capital to continue with its business. It must obtain additional significant capital in the future to continue its operations. There can be no certainty that the Company can obtain these funds.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the nine months ended March 31, 2019, the Company issued shares as followings:

 

●

8,658,685 shares of common stock for settlement of debts of $726,084;

 

●

89,129,286 shares of common stock upon conversion of convertible notes of $2,217,125;

 

●

92,708,396 shares of common stock as consideration for services of $6,706,180;

 

●

13,842,857 shares of common stock for cash of $465,000, which was for general operating purposes;

 

●

200,000,000 shares of common stock pursuant to the terms of the Master Marketing Agreement with BizRight;

 

●

10,000,000 shares of common stock pursuant to the LOI on acquisition of Sky Unlimited;

 

●

2,000,000 shares of preferred stock pursuant to various private placement agreements in prior years.

 

All of the aforementioned securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5 – OTHER INFORMATION

 

None

ITEM 6 – EXHIBITS

 

Exhibit No.		Description
31.1(1)		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2(1)		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1(1)		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*(1)		XBRL Instance Document
101.SCH*(1)		XBRL Taxonomy Extension Schema
101.CAL*(1)		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*(1)		XBRL Taxonomy Extension Definition Linkbase
101.LAB*(1)		XBRL Taxonomy Extension Label Linkbase
101.PRE*(1)		XBRL Taxonomy Extension Presentation Linkbase

(1)

Filed as an exhibit to this Report.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

	Sugarmade, Inc., a Delaware corporation
May 20, 2019	By:	/s/ Jimmy Chan
		Jimmy Chan
		CEO, CFO, and Director