10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2018

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 000-55406

Nightfood Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-3885019
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
520 White Plains Road, Suite 500 Tarrytown, New York	10591
(Address of Principal Executive Offices)	(Zip Code)

888-888-6444

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 (§232.405 of this chapter) 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 the 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	☐  (Do not check if a smaller reporting company)	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 12(b)-2 of the Exchange Act). Yes ☐     No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At November 19, 2018, the registrant had outstanding 45,283,090 shares of common stock.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4.	Controls and Procedures.	6
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Mine Safety Disclosures.	7
Item 5.	Other Information.	7
Item 6.	Exhibits.	7
Signatures		8

i 

NightFood Holdings, Inc.

Financial Statements

For the three months ended September 30, 2018 and September 30, 2017

Item 1. Financial Statements

Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and June 30, 2018	F-1
Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2018 and 2017	F-2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended September 30, 2018	F-3
Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended September 30, 2018 and 2017	F-4
Notes to Unaudited Condensed Consolidated Financial Statements	F-5 - F-18

1

NightFood Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			June 30,
	2018			2018
	(Unaudited)
ASSETS
Current assets :
Cash	$	27,561		$	48,440
Accounts receivable (net of allowance of $0 and $0, respectively)		16,548			-
Inventories		59,232			103,209
Other current assets		5,336			3,210
Total current assets		108,677			154,859
Total assets	$	108,677		$	154,859
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	197,653		$	215,782
Accrued expense-related party		185,974			197,974
Convertible notes payable – net of discount		954,099			633,870
Fair value of derivative liabilities		1,676,091			1,765,187
Short-term borrowings		400			1,000
Total current liabilities		3,014,217			2,813,813
Commitments and contingencies		-			-
Stockholders’ deficit:
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 44,013,396 issued and outstanding as of September 30, 2018 and 42,608,329 outstanding as of June 30, 2018, respectively)		44,013			42,608
Additional paid in capital		6,188,761			5,919,152
Accumulated deficit		(9,138,313	)		(8,620,714	)
Total stockholders’ deficit		(2,901,539	)		(2,658,954	)
Total Liabilities and Stockholders’ Deficit	$	108,677		$	154,859

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

F-1

NightFood Holdings, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended September 30, 2018			For the three months ended September 30, 2017
Revenues	$	102,188		$	36,442
Operating expenses
Cost of product sold		40,658			26,026
Advertising and promotional		103,440			41,824
Selling, general and administrative		175,484			44,056
Professional Fees		221,770			257,240
Total operating expenses		541,353			369,146
Loss from operations		(439,165	)		(332,704	)
Other (income) expenses
Interest expense - shareholder		6,302			2,730
Change in derivative liability		(564,864	)		102,919
Interest expense - other		636,218			253,505
Other expense		779			287,916
Total other expense		78,435			647,070
Provision for income tax		-			-
Net loss	$	(517,600	)	$	(979,774	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.03	)
Weighted average shares of capital outstanding – basic and diluted		43,121,892			30,519,921

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

F-2

NightFood Holdings, Inc.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Common Stock				Additional Paid in		Accumulated			Stockholders’
	Shares		Par Value		Capital		Deficit			Deficit
Balance, June 30, 2018		42,608,329	$	42,608	$	5,919,152	$	(8,620,714	)	$	(2,658,954	)
Common stock issued for services		445,598		446		134,266		-			134,711
Common stock issued for interest		44,487		44		6,258		-			6,302
Issuance of common stock for debt		914,982		915		129,085		-			130,000
Net loss		-		-		-		(517,600	)		(517,600	)
Balance, September 30, 2018		44,013,396	$	44,013	$	6,188,761	$	(9,138,314	)	$	(2,905,540	)

F-3

NightFood Holdings, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended September 30, 2018			For the three months ended September 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(517,600	)	$	(979,774	)
Adjustments to reconcile net loss to net cash used in operations activities:
Stock issued for services		134,711			192,891
Stock issued as part of loan agreement		6,302			10,230
Amortization of debt discount and deferred financing fees		636,068			253,505
Change in derivative liability		(564,864	)		102,919
Change in accounts receivable		(16,548	)		(109	)
Change in inventory		43,977			14,531
Change in other current assets		(2,126	)		(486	)
Change in accounts payable		(18,129	)		3,794
Change in accrued expenses		(12,000	)		18,000
Net cash used in operating activities		(310,208	)		(384,499	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of stock		-			30,000
Proceeds from the issuance of debt-net		392,005			471,296
Advance from shareholders		-			10,000
Repayment of short-term debt		(600	)		(75,000	)
Repayment of related party advance		-			(596	)
Repayment of convertible debt		(102,076	)		-
Net cash provided by financing activities		289,328			435,700
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(20,880	)		51,202
Cash and cash equivalents, beginning of period		48,440			14,326
Cash and cash equivalents, end of period	$	27,561		$	65,528
Supplemental Disclosure of Cash Flow Information:
Cash Paid For:
Interest	$	20,487		$	30
Income taxes	$	-		$	-
Summary of Non-Cash Investing and Financing Information:
Debt discount due to beneficial conversion feature	$	392,005		$	871,755
Value of embedded derivative liabilities	$	-		$	101,511
Stock issued for conversion of debt	$	130,000		$	0

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

F-4

NightFood Holdings, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Description of Business		Nightfood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York Corporation from its sole shareholder, Sean Folkson.  All of its operations are conducted by its two subsidiaries: Nightfood, Inc. (“Nightfood”) and MJ Munchies, Inc.( “Munchies”).   Nightfood’s business model is to manufacture and distribute snack products specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way.  Munchies has acquired a portfolio of intellectual property around the brand name Half-Baked, and is launching a line of cannabis edibles such as cookies, brownies, and candies, through licensees and other relationships.
		●	The Company’s fiscal year end is June 30.
		●	The Company currently maintains its corporate address in Tarrytown, New York.

2.	Summary of Significant Accounting Policies	●	Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).
	Interim Financial Statements		These unaudited condensed consolidated financial statements as of and for the three (3) months ended September 30, 2018 and 2017, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2018 and 2017, respectively, which are included in the Company’s June 30, 2018 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on September 28, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) months ended September 30, 2018 are not necessarily indicative of results for the entire year ending June 30, 2019. We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.
	Use of Estimates	●	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible notes for BCF and derivative liability, among others.
	Cash and Cash Equivalents	●	The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase.
	Fair Value of Financial Instruments	●	Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
	Inventories	●	Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors.

F-5

Advertising Costs	●	Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company incurred advertising costs of $103,440 and $41,824 for the three months ended September 30, 2018 and 2017, respectively.  Of the $103,440 classified as “advertising costs”, $34,170.50 was related to packaging, and over 90% of that was related to the packaging design for the Nightfood ice cream launch.
Income Taxes	●	The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.
	●	Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
	●	A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized.
	●	The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.
Revenue Recognition	●	The Company generates its revenue by selling its nighttime snack products wholesale and direct to consumer.
	●	All sources of revenue is recorded pursuant to FASB Topic 606 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.
	●	The Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer.
	●	The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. The Company’s services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) during the first quarter of fiscal 2019 using the full retrospective method.

E-commerce revenues. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. The Company has not revised prior period balances for e-commerce revenues because the changes are not material.

F-6

Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2018 and June 30, 2018, the Company did not have any uninsured cash deposits.

Beneficial Conversion Feature	●	For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Debt Issue Costs	●	The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.
Original Issue Discount	●	If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Valuation of Derivative Instruments	●	ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment.
Derivative Financial Instruments	●	The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

F-7

Stock-Based Compensation The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.  Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees.

Customer Concentration	●	During the three months ended September 30, 2018, the Company did not have any one customer account for more than 10% of the revenue volume.
Receivables Concentration	●	As of September 30, 2018, the Company has one customer with an open accounts receivable.
Income Per Share	●	Net income per share data for both the three-month periods ending September 30, 2018 and 2017 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of September 30, 2018, there are no outstanding common stock equivalents.
Impairment of Long-lived Assets	●	The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable.
Recent Accounting Pronouncements		In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems.

F-8

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available.

The standard will be effective for us beginning January 1, 2020. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements.

In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.  This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation.  This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017.  Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption is permitted in interim periods, including periods for which financial statements have not been issued or financial statements have not been made available for issuance. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

3. Going Concern ● The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated.

● Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. The Company has received several tranches of capital from a friendly institutional investor, who we expect to continue to fund ongoing operations, as well as the development and launch of new products and intellectual property for Nightfood and MJ Munchies.

F-9

4. Accounts receivable ● The Company’s accounts receivable arise primarily from the sale of the Company’s products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any sales allowances for September 30, 2018 and June 30, 2018, respectively.

5. Inventories ● Inventory consists of the following at September 30,  2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Finished Goods	$	56,139	$	96,116
Packaging		3,093		7,093
TOTAL	$	59,232	$	103,209

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down.

6. Other current assets ● Other current assets consist of the following at September 30, 2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Vendor deposits - Other	$	5,336	$	3,491
TOTAL	$	5,336	$	3,491

7. Other Current Liabilities ● Other current liabilities consist of the following at September 30, 2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Accrued consulting fees – related party	$	185,974	$	197,974
TOTAL	$	185,974	$	197,974

F-10

8. Notes Payable ● Notes Payable consist of the following at September 30, 2018,

On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $48,647. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $4,931.

On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $45,551. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $4,617.

On November 15, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $9,452.

F-11

On December 27, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $14,708.

On January 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated January 10, 2018, in the amount of $110,000. The lender was Eagle Equities, LLC. The notes had a maturity of January 10, 2019 and interest rate of 8% per annum and was convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion.

This note has been successfully retired

On January 31, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated September 8, 2017, in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 8, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. Although this note is beyond the maturity date, the Company has a strong relationship with its investor, Eagle Equities. As such, Eagle has confirmed that there will be no penalties as a result of the note going beyond the initial term. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $0.

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $13,372.

F-12

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $17,600.

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated March 2, 2018, in the amount of $115,000. The lender was Eagle Equities, LLC. The notes have a maturity of March 2, 2019 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid on the primary trading market on which the Company’s Common Stock is then listed for the ten (10) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $48,205.

On April 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 10, 2018, in the amount of $62,500. The lender was Eagle Equities, LLC. The notes have a maturity of April 10, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $32,877.

On April 30, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2018, in the amount of $225,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $130,685.

F-13

On June 5, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated June 5, 2018.  The note was in the amount of in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 6, 2019 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $141,939.

On June 18, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated October 18, 2017. The note was in the amount of in the amount of $52,500. The lender was Eagle Equities, LLC. The notes have a maturity of October 18, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $7,746.

On June 18, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated June 18, 2018, in the amount of $52,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 18, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $37,184.

F-14

On July 12, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated July 12, 2018, in the amount of $207,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 12, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $155,959.

On August 2, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated August 2, 2018, in the amount of $107,005. The lender was Eagle Equities, LLC. The notes have a maturity of August 2, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $89,708.

On September 7, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated September 7, 2018, in the amount of $78,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 7, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $72,871.

Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of September 30, 2018:

Convertible notes payable issued as of June 30, 2018	$	633,870
Convertible notes payable issued as of September 30, 2018		392,005
Unamortized amortization of debt and beneficial conversion feature		160,300
Notes paid		(102,076	)
Notes converted into shares of common stock		(130,000	)
Balance at September 30, 2018	$	954,099

F-15

9.	Derivative Liability		Due to the variable conversion price associated with some of these convertible promissory notes disclosed in Note 8 above, the Company has determined that the conversion feature is considered a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. During the three month period ended September 30, 2018, the Company recorded a gain in fair value of derivative $564,864. The Company will measure the fair value of each derivative instrument in future reporting periods and record a gain or loss based on the change in fair value.
10.	Short and long term Borrowings	●	On November 24, 2010, the Company entered into a Small Business Working Capital Loan with a well-established Bank. The loan is personally guaranteed by the Company’s Chief Executive Officer, which is further guaranteed for 90% by the United States Small Business Administration (SBA).
			The term of the loan is seven years until full amortization and currently carries an 9.75% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 5.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period.

	September 30, 2018			June 30, 2018
Bank loan	$	400		$	1,000
Total borrowings		400			1,000
Less: current portion		(400	)		(1,000	)
Long term debt	$	-		$	-

There was no interest expense incurred for the three months ended September 30, 2018 and 2017, respectively.

11.	Capital Stock Activity	●	The Company has 44,013,396 and 42,608,329 shares of its $0.001 par value common stock issued and outstanding as of September 30, 2018 and June 30, 2018 respectively.
		●	During the three months ended September 30, 2018 the Company issued 445,598 shares of common stock for services valued at $134,711, issued 914,982 shares in regards to debt being converted into stock valued at $130,000 and issued 44,487 shares of common stock valued at $6,302 as part of a loan agreement and payment of interest as part of the debt conversion.

12.	Warrants	The following is a summary of the Company’s outstanding common stock purchase warrants.  The 500,000 warrants shown below at an exercise price of $.15 have of which only 150,000 have vested.  These warrants were issued as compensation for a four-year advisory agreement.  Should the advisor complete the entire term of the engagement the remaining warrants will vest as follows; 150,000 warrants on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021.
		The aggregate intrinsic value of the warrants as of September 30, 2018 is $102,075.

		Outstanding at						Outstanding
Exercise Price		June 30, 2018		Issued in 2019		Expired		September 30, 2018
$	0.15		500,000		-		-		500,000
$	0.20		105,000		-		-		105,000
$	0.30		500,000		-		-		500,000
$	0.75		300,000		-		-		300,000
			1,405,000		-		-		1,405,000

F-16

13.	Fair Value of Financial Instruments	Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities.
		The carrying amounts of these items approximated fair value.
		Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).
		Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
		Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
		Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
		The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below:

	September 30, 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,735,953	$	-	$	-	$	1,735,953
Total	$	1,735,953	$	-	$	-	$	1,735,953

	Fiscal 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,576,024	$	-	$	-	$	1,576,024
Total	$	1,576,024	$	-	$	-	$	1,576,024

F-17

14. Commitments and Contingencies:   The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four year Advisor Agreement of 500,000 warrants with an exercise price of $.15 of which 150,000 have vested, should the advisor complete the entire term of the engagement, 150,000 warrants will vest on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021. Additional Consulting agreements call for two Individual Consultants to receive cash and stock bonuses for directly assisting the Company in hitting certain operational milestones, such as national television publicity, achieving revenues of $500,000 monthly, $1,000,000 monthly, and $3,000,000 quarterly.

15. Related Party Transactions ● During the third quarter of Fiscal Year 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $18,000 is reflected in professional fees for the three month period ended September 30, 2018 and reflected in the accrued expenses – related party with a balance of $185,974 and $197,974 at September 30, 2018 and June 30, 2018, respectively. On December 8, 2017, Mr. Folkson acquired Warrants to acquire up to 80,000 additional shares of NGTF stock at a strike price of $.20, and with a term of three (3) years from the date of this agreement. Mr. Folkson acquired these Warrants at a cost of $.15 per warrant, which will result in a reduction in the accrued consulting fees due him by $12,000. In addition, during the three months ended September 30, 2018, Folkson had been paid $18,000 against his total accrued balance to date.

● In addition, the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter.   Achieving those milestones would earn Folkson warrants with a $.50 strike price which must be exercised within 15 days of the respective quarterly or annual filing

16.	Subsequent Events	●	On October 12, 2018, CEO and Director Sean Folkson opted to exercise 400,000 common stock warrants at a strike price of $.30 per share. To exercise these warrants, Folkson used $120,000 in accrued NightFood consulting fees, which accrued during the time Folkson did not receive any payment for his services from January 1, 2015 through November 28, 2017.
		●	Between the dates of October 1, 2018 and November 9, 2018, investor Eagle Equities, LLC converted a total of $181,850.56 of principal and interest from outstanding notes into Company stock. 1,657,387 shares were issued in conjunction with these conversions, an average price of $.1097 per share.
		●	Between the dates of October 1, 2018 and November 19, 2018, in the ordinary course of business, the Company has entered into consulting and influencer agreements with a number of influencers and Brand Ambassadors which call for the issuance of Company common stock as compensation. As of the time and date of this filing, the Company has committed to issue 20,039 shares in conjunction with said agreements. 10,000 of these shares have been issued and are accounted for in the outstanding share count reported in this Filing. An additional 10,039 shares have been committed and not yet issued as of the time of this filing.
		●	On October 5, 2018 the Company entered into a convertible promissory note a security purchase agreement dated October 5, 2018 and funded on October 5, 2018, in the amount of $104,000. The lender was Eagle Equities, LLC.
		●	On November 15, 2018 the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2018 and funded on November 16, 2018, in the amount of $130,000. Proceeds from the note will be used for operating expenses and procuring ingredients and packaging for initial production of Nightfood ice cream. The lender was Eagle Equities, LLC.
		●	On November 19, 2018 the Company retired 500,000 shares of common stock that had been issued to a Consultant in November, 2017.   The Consultant failed to deliver the advertising services that had been promised within the agreed-upon time frame.  Management demanded the return of the shares and, with cooperation from the Consultant, the shares were returned and subsequently retired.

F-18

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

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Quarterly Report on Form 10-Q involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “should,” “plan,” “project,” “will” and other words of similar meaning. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, technological developments related to business support services and outsourced business processes, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth under the headings “Business” and “Risk Factors” within our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, as well as the other information set forth herein.

OVERVIEW

NightFood Holdings runs two distinct operating companies, each serving a different market segment with different products.

MJ Munchies, Inc. is a Nevada corporation formed in January of 2018 to exploit legally compliant opportunities in the CBD and marijuana edibles and related spaces. The Company intends to market some of these new products under the brand name “Half-Baked”. To date, this subsidiary and its operations have had a nominal impact on the financial statements contained herein.

Since inception, MJ Munchies has applied for U.S. Trademark protection for its brand of Half-Baked snacks, currently under development. The Company also applied for, and was granted, trademark protection in the state of California for the name Half-Baked for snacks containing THC. In addition, The Company acquired HalfBaked.com, and has secured other intellectual property in its portfolio, including a US Patent Application related to a proprietary ingredient it has developed for use in THC-infused edbiles.

NightFood, Inc. is a snack company focused on manufacturing and distribution of nutritional/snack foods that are appropriate for evening snacking. NightFood’s first product is the NightFood nutrition bar, available in two flavors (Cookies n’ Dreams, and Midnight Chocolate Crunch). Over the last several months, the Company has also developed and introduced to market a line of eight flavors of Nightfood ice cream. The Company has conducted sales meetings with numerous major supermarket and drug chains, and has secured significant retail distribution for the ice cream. Product will begin appearing on shelves across the country in February of 2019.

Management believes consumer demand exists for better nighttime snacking options, and that a new consumer category consisting of nighttime specific snacks will emerge in the coming years. This belief is supported by research from major consumer goods research firms such as IRI Worldwide, and Mintel, who identified nighttime specific foods and beverages as one of the “most compelling and category changing trends” for 2017 and beyond.

It is estimated that over $50 billion is spent annually in the United States on snacks that are consumed between dinner and bed. Company management believes that a significant percentage of that consumer spend will move from conventional snacks to nighttime specific snacks in coming years.

A Nightfood Scientific Advisory Board was recently established. The first member of this advisory board was Dr. Michael Grandner, Director of the Sleep and Health Research Program at the University of Arizona. Dr. Grandner has been conducting research on the link between nutrition and sleep for over ten years, and he believes improved nighttime nutritional choices can improve sleep, resulting in many short and long-term health benefits. In March of 2018, the Company added Dr. Michael Breus to their Scientific Advisory Board. Breus, known to millions as The Sleep Doctor™, is believed to be the Nation’s most trusted authority on sleep. He regularly appears in the national media to educate and inform consumers so they can sleep better and lead happier, healthier, more productive lives. In July, 2018, we completed our Scientific Advisory Board with the addition of Lauren Broch, Ph.D, M.S. Dr. Broch is a sleep therapist and former Director of Eductation & Training at the Sleep-Wake Disorders Center at Weill Cornell Medical College. Uniquely, Dr. Broch also has a master’s degree in human nutrition. This unique combination allowed her to play an important role in the reformulation of our nutrition bars, and the development of Nightfood ice cream. These experts work with Company management to ensure Nightfood products deliver on their nighttime-appropriate, and sleep-friendly promises.

DEVELOPMENT PLANS

With its 8 flavors of Nightfood ice cream rolling into retail in coming months, Nightfood has also been working to develop gluten-free versions of the Nightfood nutrition bar. The Company expects the retail rollout of the ice cream to boost online sales of Nightfood bars, and expects to introduce additional flavors of both the bars, and the ice cream during the course of calendar 2019.

2

Simultaneously, MJ Munchies is developing snacks and edibles in the marijuana space, including a line of cookies in the state of California. The Company is currently involved in licensing negotiations with several other parties, some of which could cause the Company to revise its immediate plans for introductions of certain products.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturn and negatively impact our results. However, the effect of inflation has been minimal over the past three years.

SEASONALITY

We do not believe that our business will be seasonal to any material degree.

RESULTS OF OPERATIONS FOR THE THREE AND THREE MONTH PERIOD ENDED

September 30, 2018 and September 30, 2017.

For the three months ended September 30, 2018 and September 30, 2017 we had revenues of $102,188 and $36,442 respectively and incurred an operating loss of $517,600 and $979,774 respectively. The revenue increases were the result of a Company focus on direct to consumer sales through the NightFood.com website and having NightFood products listed on Amazon. A result of this increase in sales is an increase on cost of goods sold from $26,026 for the three months ending September 30, 2017 to $40,658 for the three months ending September 30, 2018. As part of the direct-to-consumer initiative, the Company chose to increase spending on advertising and related expenses, resulting in an increase from $41,824 for the three months ending September 30, 2017 to $103,440 for the three months ending September 30, 2018. Management notes that the advertising number of $103,440 for the quarter includes over $34,000 in graphic design expenses related to the launch of Nightfood ice cream. SG&A increased from $44,056 for the three months ending September 30, 2017 to $175,484 for the three months ending September 30, 2018, and this increase was largely attributable to the management and scaling of our direct-to-consumer business, along with an increase in investor relations activities.

Professional fees decreased from $257,420 for the three months ending September 30, 2017 to $221,770 for the three months ending September 30, 2018. For the three months ended September 30, 2018 compared to the three months ended September 30, 2017, we also experienced changes in derivative liabilities from $102,919 to ($564,864) and interest expense from $253,505 to $622,033. For the three months ended September 30, 2018, the Company recorded other expenses of $779 compared to $287,919 for the three months ended September 30, 2017. This decrease is attributable to the fact that in the three months ended September 30, 2017, the Company had significant non-cash items recorded as expenses in conjunction with successfully consolidating all Company debt with one investor, Eagle Equities, LLC. As a direct result of this successful consolidation, Management has been able to secure ongoing operating capital to launch new initiatives such as the Half-Baked line of cannabis edibles, and Nightfood ice cream, while minimizing dilution associated with the use of convertible notes from multiple lenders. Although no assurances can be given, management believes that the positive results of these efforts will lead to more efficient sources of capital, and allow the Company to grow operations and revenues in a meaningful way, ultimately increasing shareholder value.

3

Customers

For the three month period ending September 30, 2018, the majority of revenues resulted from sales of NightFood direct to consumer through the NightFood.com website and Amazon’s Fulfilled by Amazon program. As a result, no individual customer accounted for any significant percentage of revenue.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2018, we had cash on hand of $27,561 and inventory value of $59,232.

The Company has limited available cash resources and we do not believe our cash on hand will be adequate to satisfy our ongoing working capital needs. The Company is continuing to raise capital through private placement of our common stock and through the use of convertible notes to finance the Company’s operations, of which it can give no assurance of success. However, the Company has received verbal commitment from Eagle Equities that Eagle will continue to fund our projected growth over the next several quarters at terms that have become more favorable to the Company due to certain milestones management has achieved. We believe that our current capitalization structure, combined with ongoing increases in revenues, will enable us to achieve successful financings to continue our growth. The Company plans to continue to take advantage of convertible notes as a financing vehicle, as it allows for todays operating capital to be either repaid, or converted to equity at future valuations, which management views as beneficial to shareholders. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations.

Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Since our inception, we have sustained operating losses. During the three months ended September 30, 2018, we incurred a net loss of $517,600 compared to $979,774 for the three months ended September 30, 2017. Much of this loss is largely a function of the way certain financing activities are recorded, and does not represent actual operating losses.

During the three months ended September 30, 2018, net cash used in operating activities was $310,208 compared to $384,499 for the three months ended September 30, 2017. The majority of what shows as “net cash used in operating activities” is related to non-cash items associated with to the ongoing capitalization of the Company during the reporting period.

During the three months ended September 30, 2018, net cash aggregating $289,328 was provided by financing activities, compared to $435,701 for the three months ended September 30, 2017.

From our inception in January 2010 through September 30, 2018, we have generated an accumulated deficit of approximately $9,138,313, compared to $8,620,714 from inception through June 30, 2018. Assuming we raise additional funds and continue operations, we expect to incur additional operating losses during the next one to two quarters and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing until such time that we are able to generate sufficient funds from the sale of our products to finance our operations, of which we can give no assurance.

On November 25, 2016, the company entered into a material definitive agreement. On that date, the company executed and delivered a Plan of Reorganization Including Option to Acquire (the “Plan”) by and among the Registrant, Hook Group, LLC (“Hook”) and Suffield Foods. LLC (“Suffield”). The Plan contemplates the Registrant acquiring an equity interest in and potentially merging Hook and its subsidiary Suffield with and into a wholly owned subsidiary of the Registrant. As of the date of this filing, the agreement has been formally terminated by the Registrant. 

As of February 8, 2017, we entered into two agreements with Black Forest, an Equity Purchase Agreement (the “EPA”) and a Registration Rights Agreement (the “RRA”). The two agreements were filed as exhibits to the Registrant’s Current Report on Form 8-K dated February 8, 2017, and this Registration Statement is being filed in order for us to fulfill our obligations under the RRA. The following summary is qualified in its entirety by reference to such exhibits to our Form 8-K. On August 24, 2017, the Company issued its first and, to date, only “put notice” to Black Forest and delivered Black Forest 264,085 shares of common stock in exchange for $30,000. On October 23, 2017, we were advised that our stock has been moved from the OTCQB to the OTCPink marketplace. We may not utilize the EPA facility during the time quoted on the OTCPink. The Company does not believe the change in OTC Market tiers will have any material positive or negative impact on Company operations. If, the Company determines that there is incremental value in being listed on the OTCQB, it is possible that another tier change could occur in the future. Accordingly, future utilization of the EPA is uncertain.

4

We intend to rely on the sale of stock in private placements, and the issuance of more debt, to fund our operations. If we are unable to raise cash through the sale of our stock, we may be required to severely restrict our operations. The Company has received several tranches of capital from a friendly institutional investor, who has made a verbal commitment to continue to fund ongoing operations, as well as the development and launch of new products and intellectual property for Nightfood and MJ Munchies.

Effective May 6, 2015, the Company entered into a consulting agreement with Sean Folkson. The agreement was retroactive to January 1st, 2015. In exchange for services provided to the Company by Folkson, the Company agreed to pay Folkson $6,000 monthly. This compensation expense started accruing on January 1, 2015. On June 6, 2018, The Company and Folkson agreed to an extension of the agreement, which would run from July 1, 2018 through June 30, 2019. The monthly compensation remained at $6,000 in monthly consulting fees. This new Agreement also contained additional compensation in the form of bonuses which will be earned by Folkson when the Company reports its first quarter with revenues in excess of $1,000,000. Folkson will earn an additional bonus when the Company reports its first quarter with revenues in excess of $3,000,000. Upon the filing of the first quarter with revenues in excess of $1,000,000, Folkson shall earn 1,000,000 warrants with a strike price of $.50. Upon the filing of the first quarter with revenues in excess of $3,000,000, Folkson shall earn 3,000,000 warrants with a strike price of $.50.

On October 12, 2018, Folkson opted to exercise 400,000 common stock warrants at a strike price of $.30 per share. To exercise these warrants, Folkson used $120,000 in accrued NightFood consulting fees.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, we evaluate past judgments and our estimates, including those related to allowance for doubtful, allowance for inventory write-downs and write offs, deferred income taxes, provision for contractual obligations and our ability to continue as a going concern. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Note 2 to the consolidated financial statements, presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. There were no significant changes in our critical accounting estimates during the three months ended September 30, 2018.

OFF BALANCE SHEET ARRANGEMENTS

None.

5

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

6

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not engaged in any litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation. Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit	Exhibit Description
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
32.1	Section 1350 certification of Chief Executive Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

7

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NightFood Holdings, Inc.
Dated: November 19, 2018	By:	/s/ Sean Folkson
		Sean Folkson, Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

8

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sean Folkson, certify that:

1. I have reviewed this Form 10-Q of NightFood Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 19, 2018	By:	/s/ Sean Folkson
		Sean Folkson Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of NightFood Holdings, Inc. for the quarter ended September 30, 2018, I, Sean Folkson, Chief Executive Officer of NightFood Holdings, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ending December 31, 2017 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of NightFood Holdings, Inc.

November 19, 2018	By:	/s/ Sean Folkson,
		Sean Folkson Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Nov. 19, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	NightFood Holdings, Inc.
Entity Central Index Key	0001593001
Trading Symbol	NGTF
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		45,283,090

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Current assets :
Cash	$ 27,561	$ 48,440
Accounts receivable (net of allowance of $0 and $0, respectively)	16,548
Inventories	59,232	103,209
Other current assets	5,336	3,210
Total current assets	108,677	154,859
Total assets	108,677	154,859
Current liabilities:
Accounts payable	197,653	215,782
Accrued expense-related party	185,974	197,974
Convertible notes payable - net of discount	954,099	633,870
Fair value of derivative liabilities	1,676,091	1,765,187
Short-term borrowings	400	1,000
Total current liabilities	3,014,217	2,813,813
Commitments and contingencies
Stockholders' deficit:
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 44,013,396 issued and outstanding as of September 30, 2018 and 42,608,329 outstanding as of June 30, 2018, respectively)	44,013	42,608
Additional paid in capital	6,188,761	5,919,152
Accumulated deficit	(9,138,313)	(8,620,714)
Total stockholders' deficit	(2,901,539)	(2,658,954)
Total Liabilities and Stockholders' Deficit	$ 108,677	$ 154,859

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 0	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	44,013,396	42,608,329
Common stock, shares outstanding	44,013,396	42,608,329

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenues	$ 102,188	$ 36,442
Operating expenses
Cost of product sold	40,658	26,026
Advertising and promotional	103,440	41,824
Selling, general and administrative	175,484	44,056
Professional Fees	221,770	257,240
Total operating expenses	541,353	369,146
Loss from operations	(439,165)	(332,704)
Other (income) expenses
Interest expense - shareholder	6,302	2,730
Change in derivative liability	(564,864)	102,919
Interest expense - other	636,218	253,505
Other expense	779	287,916
Total other expense	78,435	647,070
Provision for income tax
Net loss	$ (517,600)	$ (979,774)
Basic and diluted net loss per common share	$ (0.01)	$ (0.03)
Weighted average shares of capital outstanding - basic and diluted	43,121,892	30,519,921

XML

Statements of Changes in Stockholders' Deficit - 3 months ended Sep. 30, 2018 - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning balance at Jun. 30, 2018	$ 42,608	$ 5,919,152	$ (8,620,714)	$ (2,658,954)
Beginning balance, shares at Jun. 30, 2018	42,608,329
Common stock issued for services	$ 446	134,266		134,711
Common stock issued for services, shares	445,598
Common stock issued for interest	$ 44	6,258		6,302
Common stock issued for interest, shares	44,487
Issuance of common stock for debt	$ 915	129,085		130,000
Issuance of common stock for debt, shares	914,982
Net loss			(517,600)	(517,600)
Ending balance at Sep. 30, 2018	$ 44,013	$ 6,188,761	$ (9,138,314)	$ (2,901,539)
Ending balance, shares at Sep. 30, 2018	44,013,396

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (517,600)	$ (979,774)
Adjustments to reconcile net loss to net cash used in operations activities:
Stock issued for services	134,711	192,891
Stock issued as part of loan agreement	6,302	10,230
Amortization of debt discount and deferred financing fees	636,068	253,505
Change in derivative liability	(564,864)	102,919
Change in accounts receivable	(16,548)	(109)
Change in inventory	43,977	14,531
Change in other current assets	(2,126)	(486)
Change in accounts payable	(18,129)	3,794
Change in accrued expenses	(12,000)	18,000
Net cash used in operating activities	(310,208)	(384,499)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of stock		30,000
Proceeds from the issuance of debt-net	392,005	471,296
Advance from shareholders		10,000
Repayment of short-term debt	(600)	(75,000)
Repayment of related party advance		(596)
Repayment of convertible debt	(102,076)
Net cash provided by financing activities	289,328	435,700
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	(20,880)	51,202
Cash and cash equivalents, beginning of period	48,440	14,326
Cash and cash equivalents, end of period	27,561	65,528
Cash Paid For:
Interest	20,487	30
Income taxes
Summary of Non-Cash Investing and Financing Information:
Debt discount due to beneficial conversion feature	392,005	871,755
Value of embedded derivative liabilities		101,511
Stock issued for conversion of debt	$ 130,000	$ 0

XML

Description of Business

3 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1.	Description of Business		Nightfood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York Corporation from its sole shareholder, Sean Folkson.  All of its operations are conducted by its two subsidiaries: Nightfood, Inc. (“Nightfood”) and MJ Munchies, Inc.( “Munchies”).   Nightfood’s business model is to manufacture and distribute snack products specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way.  Munchies has acquired a portfolio of intellectual property around the brand name Half-Baked, and is launching a line of cannabis edibles such as cookies, brownies, and candies, through licensees and other relationships.
		●	The Company’s fiscal year end is June 30.
		●	The Company currently maintains its corporate address in Tarrytown, New York.

XML

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies	●	Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).
	Interim Financial Statements		These unaudited condensed consolidated financial statements as of and for the three (3) months ended September 30, 2018 and 2017, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2018 and 2017, respectively, which are included in the Company’s June 30, 2018 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on September 28, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) months ended September 30, 2018 are not necessarily indicative of results for the entire year ending June 30, 2019. We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.
	Use of Estimates	●	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible notes for BCF and derivative liability, among others.
	Cash and Cash Equivalents	●	The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase.
	Fair Value of Financial Instruments	●	Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Inventories	●	Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors.
Advertising Costs	●	Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company incurred advertising costs of $103,440 and $41,824 for the three months ended September 30, 2018 and 2017, respectively.  Of the $103,440 classified as “advertising costs”, $34,170.50 was related to packaging, and over 90% of that was related to the packaging design for the Nightfood ice cream launch.
Income Taxes	●	The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.
	●	Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
	●	A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized.
	●	The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.
Revenue Recognition	●	The Company generates its revenue by selling its nighttime snack products wholesale and direct to consumer.
	●	All sources of revenue is recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.
	●	The Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer.
	●	The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company's previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company's results of operations, financial condition and/or financial statement disclosures. The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. The Company’s services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer.
Concentration of Credit Risk	●	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2018 and June 30, 2018, the Company did not have any uninsured cash deposits.

Beneficial Conversion Feature	●	For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Debt Issue Costs	●	The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.
Original Issue Discount	●	If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Valuation of Derivative Instruments	●	ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment.
Derivative Financial Instruments	●	The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Stock-Based Compensation The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.  Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees.

Customer Concentration	●	During the three months ended September 30, 2018, the Company did not have any one customer account for more than 10% of the revenue volume.
Receivables Concentration	●	As of September 30, 2018, the Company has one customer with an open accounts receivable.
Income Per Share	●	Net income per share data for both the three-month periods ending September 30, 2018 and 2017 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of September 30, 2018, there are no outstanding common stock equivalents.
Impairment of Long-lived Assets	●	The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable.
Recent Accounting Pronouncements	●	In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations.
		In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available.

The standard will be effective for us beginning January 1, 2020. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems.

The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements.

In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.  This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation.  This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017.  Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption is permitted in interim periods, including periods for which financial statements have not been issued or financial statements have not been made available for issuance. The adoption of this standard is not expected to have a material effect on the Company's consolidated financial statements.

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Going Concern

3 Months Ended

Sep. 30, 2018

Going Concern

Going Concern

3. Going Concern ● The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated.

● Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. The Company has received several tranches of capital from a friendly institutional investor, who we expect to continue to fund ongoing operations, as well as the development and launch of new products and intellectual property for Nightfood and MJ Munchies.

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Accounts Receivable

3 Months Ended

Sep. 30, 2018

Receivables [Abstract]

Accounts receivable

4. Accounts receivable ● The Company’s accounts receivable arise primarily from the sale of the Company’s products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any sales allowances for September 30, 2018 and June 30, 2018, respectively.

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Inventories

3 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Inventories

5. Inventories ● Inventory consists of the following at September 30,  2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Finished Goods	$	56,139	$	96,116
Packaging		3,093		7,093
TOTAL	$	59,232	$	103,209

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down.

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Other Current Assets

3 Months Ended

Sep. 30, 2018

Other Current Assets

Other current assets

6. Other current assets ● Other current assets consist of the following at September 30, 2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Vendor deposits - Other	$	5,336	$	3,491
TOTAL	$	5,336	$	3,491

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Other Current Liabilities

3 Months Ended

Sep. 30, 2018

Other Current Liabilities [Abstract]

Other Current Liabilities

7. Other Current Liabilities ● Other current liabilities consist of the following at September 30, 2018 and June 30 2018,

	September 30, 2018		June 30, 2018
Accrued consulting fees – related party	$	185,974	$	197,974
TOTAL	$	185,974	$	197,974

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Notes Payable

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Notes Payable

8. Notes Payable ● Notes Payable consist of the following at September 30, 2018,

On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $48,647. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $4,931.

On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $45,551. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $4,617.

On November 15, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $9,452.

On December 27, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $14,708.

On January 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated January 10, 2018, in the amount of $110,000. The lender was Eagle Equities, LLC. The notes had a maturity of January 10, 2019 and interest rate of 8% per annum and was convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion.

This note has been successfully retired

On January 31, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated September 8, 2017, in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 8, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. Although this note is beyond the maturity date, the Company has a strong relationship with its investor, Eagle Equities. As such, Eagle has confirmed that there will be no penalties as a result of the note going beyond the initial term. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $0.

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $13,372.

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $17,600.

On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated March 2, 2018, in the amount of $115,000. The lender was Eagle Equities, LLC. The notes have a maturity of March 2, 2019 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid on the primary trading market on which the Company’s Common Stock is then listed for the ten (10) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $48,205.

On April 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 10, 2018, in the amount of $62,500. The lender was Eagle Equities, LLC. The notes have a maturity of April 10, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $32,877.

On April 30, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2018, in the amount of $225,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $130,685.

On June 5, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated June 5, 2018.  The note was in the amount of in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 6, 2019 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $141,939.

On June 18, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated October 18, 2017. The note was in the amount of in the amount of $52,500. The lender was Eagle Equities, LLC. The notes have a maturity of October 18, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $7,746.

On June 18, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated June 18, 2018, in the amount of $52,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 18, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $37,184.

On July 12, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated July 12, 2018, in the amount of $207,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 12, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $155,959.

On August 2, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated August 2, 2018, in the amount of $107,005. The lender was Eagle Equities, LLC. The notes have a maturity of August 2, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $89,708.

On September 7, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated September 7, 2018, in the amount of $78,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 7, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of September 30, 2018, the BCF was $72,871.

Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of September 30, 2018:

Convertible notes payable issued as of June 30, 2018	$	633,870
Convertible notes payable issued as of September 30, 2018		392,005
Unamortized amortization of debt and beneficial conversion feature		160,300
Notes paid		(102,076	)
Notes converted into shares of common stock		(130,000	)
Balance at September 30, 2018	$	954,099

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Derivative Liability

3 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liability

9. Derivative Liability Due to the variable conversion price associated with some of these convertible promissory notes disclosed in Note 8 above, the Company has determined that the conversion feature is considered a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. During the three month period ended September 30, 2018, the Company recorded a gain in fair value of derivative $564,864. The Company will measure the fair value of each derivative instrument in future reporting periods and record a gain or loss based on the change in fair value.

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Short and Long Term Borrowings

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Short and long term Borrowings

10.	Short and long term Borrowings	●	On November 24, 2010, the Company entered into a Small Business Working Capital Loan with a well-established Bank. The loan is personally guaranteed by the Company’s Chief Executive Officer, which is further guaranteed for 90% by the United States Small Business Administration (SBA).
			The term of the loan is seven years until full amortization and currently carries an 9.75% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 5.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period.

	September 30, 2018			June 30, 2018
Bank loan	$	400		$	1,000
Total borrowings		400			1,000
Less: current portion		(400	)		(1,000	)
Long term debt	$	-		$	-

There was no interest expense incurred for the three months ended September 30, 2018 and 2017, respectively.

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Capital Stock Activity

3 Months Ended

Sep. 30, 2018

Equity [Abstract]

Capital Stock Activity

11.	Capital Stock Activity	●	The Company has 44,013,396 and 42,608,329 shares of its $0.001 par value common stock issued and outstanding as of September 30, 2018 and June 30, 2018 respectively.
		●	During the three months ended September 30, 2018 the Company issued 445,598 shares of common stock for services valued at $134,711, issued 914,982 shares in regards to debt being converted into stock valued at $130,000 and issued 44,487 shares of common stock valued at $6,302 as part of a loan agreement and payment of interest as part of the debt conversion.

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Warrants	3 Months Ended
	Sep. 30, 2018
Warrants
Warrants	<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"><tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"><td style="width: 5%; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"><b>12.</b></font></td> <td style="width: 20%; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"><b>Warrants</b></font></td> <td style="width: 3%; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="width: 72%; text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">The following is a summary of the Company’s outstanding common stock purchase warrants.  The 500,000 warrants shown below at an exercise price of $.15 have of which only 150,000 have vested.  These warrants were issued as compensation for a four-year advisory agreement.  Should the advisor complete the entire term of the engagement the remaining warrants will vest as follows; 150,000 warrants on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021.</font></td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">The aggregate intrinsic value of the warrants as of September 30, 2018 is $102,075.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="background-color: White"> </td> <td colspan="2"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Outstanding at</td><td style="font-weight: bold"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Outstanding</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="background-color: White"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Exercise Price</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">June 30,<br /> 2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Issued in<br /> 2019</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Expired</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">September 30,<br /> 2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 28%; background-color: White"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">0.15</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">500,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 10%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">500,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="background-color: White"> </td> <td style="text-align: left">$</td><td style="text-align: right">0.20</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">105,000</td><td style="text-align: left"> </td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right">-</td><td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right">-</td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">105,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="background-color: White"> </td> <td style="text-align: left">$</td><td style="text-align: right">0.30</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="background-color: White"> </td> <td style="padding-bottom: 1.5pt; text-align: left">$</td><td style="padding-bottom: 1.5pt; text-align: right">0.75</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">300,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">300,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="background-color: White"> </td> <td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt; text-align: right"> </td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">1,405,000</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">1,405,000</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr></table>

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Fair Value of Financial Instruments

3 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

13.	Fair Value of Financial Instruments	Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities.
		The carrying amounts of these items approximated fair value.
		Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).
		Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
		Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
		Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
		The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below:

	September 30, 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,735,953	$	-	$	-	$	1,735,953
Total	$	1,735,953	$	-	$	-	$	1,735,953

	Fiscal 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,576,024	$	-	$	-	$	1,576,024
Total	$	1,576,024	$	-	$	-	$	1,576,024

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies:   The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four year Advisor Agreement of 500,000 warrants with an exercise price of $.15 of which 150,000 have vested, should the advisor complete the entire term of the engagement, 150,000 warrants will vest on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021. Additional Consulting agreements call for two Individual Consultants to receive cash and stock bonuses for directly assisting the Company in hitting certain operational milestones, such as national television publicity, achieving revenues of $500,000 monthly, $1,000,000 monthly, and $3,000,000 quarterly.

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Related Party Transactions

3 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

15. Related Party Transactions ● During the third quarter of Fiscal Year 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $18,000 is reflected in professional fees for the three month period ended September 30, 2018 and reflected in the accrued expenses – related party with a balance of $185,974 and $197,974 at September 30, 2018 and June 30, 2018, respectively. On December 8, 2017, Mr. Folkson acquired Warrants to acquire up to 80,000 additional shares of NGTF stock at a strike price of $.20, and with a term of three (3) years from the date of this agreement. Mr. Folkson acquired these Warrants at a cost of $.15 per warrant, which will result in a reduction in the accrued consulting fees due him by $12,000. In addition, during the three months ended September 30, 2018, Folkson had been paid $18,000 against his total accrued balance to date.

● In addition, the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter.   Achieving those milestones would earn Folkson warrants with a $.50 strike price which must be exercised within 15 days of the respective quarterly or annual filing

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Subsequent Events

3 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

16.	Subsequent Events	●	On October 12, 2018, CEO and Director Sean Folkson opted to exercise 400,000 common stock warrants at a strike price of $.30 per share. To exercise these warrants, Folkson used $120,000 in accrued NightFood consulting fees, which accrued during the time Folkson did not receive any payment for his services from January 1, 2015 through November 28, 2017.
		●	Between the dates of October 1, 2018 and November 9, 2018, investor Eagle Equities, LLC converted a total of $181,850.56 of principal and interest from outstanding notes into Company stock. 1,657,387 shares were issued in conjunction with these conversions, an average price of $.1097 per share.
		●	Between the dates of October 1, 2018 and November 19, 2018, in the ordinary course of business, the Company has entered into consulting and influencer agreements with a number of influencers and Brand Ambassadors which call for the issuance of Company common stock as compensation. As of the time and date of this filing, the Company has committed to issue 20,039 shares in conjunction with said agreements. 10,000 of these shares have been issued and are accounted for in the outstanding share count reported in this Filing. An additional 10,039 shares have been committed and not yet issued as of the time of this filing.
		●	On October 5, 2018 the Company entered into a convertible promissory note a security purchase agreement dated October 5, 2018 and funded on October 5, 2018, in the amount of $104,000. The lender was Eagle Equities, LLC.
		●	On November 15, 2018 the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2018 and funded on November 16, 2018, in the amount of $130,000. Proceeds from the note will be used for operating expenses and procuring ingredients and packaging for initial production of Nightfood ice cream. The lender was Eagle Equities, LLC.
		●	On November 19, 2018 the Company retired 500,000 shares of common stock that had been issued to a Consultant in November, 2017.   The Consultant failed to deliver the advertising services that had been promised within the agreed-upon time frame.  Management demanded the return of the shares and, with cooperation from the Consultant, the shares were returned and subsequently retired.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Interim Financial Statements

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 5%"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 20%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Interim Financial Statements</b></font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 3%"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 72%"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">These unaudited condensed consolidated financial statements as of and for the three (3) months ended September 30, 2018 and 2017, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2018 and 2017, respectively, which are included in the Company’s June 30, 2018 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on September 28, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) months ended September 30, 2018 are not necessarily indicative of results for the entire year ending June 30, 2019.</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.</font></p></td></tr> </table>

Use of Estimates

Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible notes for BCF and derivative liability, among others.

Cash and Cash Equivalents

Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase.

Fair Value of Financial Instruments

Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Inventories

Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors.

Advertising Costs

Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company incurred advertising costs of $103,440 and $41,824 for the three months ended September 30, 2018 and 2017, respectively.  Of the $103,440 classified as “advertising costs”, $34,170.50 was related to packaging, and over 90% of that was related to the packaging design for the Nightfood ice cream launch.

Income Taxes

Income Taxes	●	The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.
	●	Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
	●	A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized.
	●	The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.

Revenue Recognition

Revenue Recognition	●	The Company generates its revenue by selling its nighttime snack products wholesale and direct to consumer.
	●	All sources of revenue is recorded pursuant to FASB Topic 606 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.
	●	The Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer.
	●	The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. The Company’s services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer.
		In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) during the first quarter of fiscal 2019 using the full retrospective method. E-commerce revenues. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. The Company has not revised prior period balances for e-commerce revenues because the changes are not material.

Concentration of Credit Risk

Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2018 and June 30, 2018, the Company did not have any uninsured cash deposits.

Beneficial Conversion Feature

Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Debt Issue Costs

Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.

Original Issue Discount

Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Valuation of Derivative Instruments

Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment.

Derivative Financial Instruments

Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Stock-Based Compensation

Stock-Based Compensation The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.  Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 505-50, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees.

Customer Concentration

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0; text-indent: 0; width: 5%"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0; text-indent: 0; width: 20%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Customer Concentration</b></font></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0; text-indent: 0; width: 3%"><font style="font: 10pt Times New Roman, Times, Serif">●</font></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0; text-align: justify; text-indent: 0; width: 72%"><font style="font: 10pt Times New Roman, Times, Serif">During the three months ended September 30, 2018, the Company did not have any one customer account for more than 10% of the revenue volume.</font></td></tr> </table>

Receivables Concentration

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 5%"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 20%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Receivables Concentration</b></font></td> <td style="padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 3%"><font style="font: 10pt Times New Roman, Times, Serif">●</font></td> <td style="text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif; width: 72%"><font style="font: 10pt Times New Roman, Times, Serif">As of September 30, 2018, the Company has one customer with an open accounts receivable. </font></td></tr> </table>

Income Per Share

Income Per Share ● Net income per share data for both the three-month periods ending September 30, 2018 and 2017 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of September 30, 2018, there are no outstanding common stock equivalents.

Impairment of Long-lived Assets

Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable.

Recent Accounting Pronouncements

Recent Accounting Pronouncements	In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems.
	In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. The standard will be effective for us beginning January 1, 2020. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems. The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements.
	In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.  This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation.  This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017.  Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated financial statements.
	In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Early adoption is permitted in interim periods, including periods for which financial statements have not been issued or financial statements have not been made available for issuance. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

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Inventories (Tables)

3 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Schedule of inventory

	September 30, 2018		June 30, 2018
Finished Goods	$	56,139	$	96,116
Packaging		3,093		7,093
TOTAL	$	59,232	$	103,209

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Other Current Assets (Tables)

3 Months Ended

Sep. 30, 2018

Other Current Assets

Schedule of other current assets

	September 30, 2018		June 30, 2018
Vendor deposits - Other	$	5,336	$	3,491
TOTAL	$	5,336	$	3,491

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Other Current Liabilities (Tables)

3 Months Ended

Sep. 30, 2018

Other Current Liabilities [Abstract]

Schedule of other current liabilities

	September 30, 2018		June 30, 2018
Accrued consulting fees – related party	$	185,974	$	197,974
TOTAL	$	185,974	$	197,974

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Notes Payable (Tables)

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Summary of convertible notes payable

Convertible notes payable issued as of June 30, 2018	$	633,870
Convertible notes payable issued as of September 30, 2018		392,005
Unamortized amortization of debt and beneficial conversion feature		160,300
Notes paid		(102,076	)
Notes converted into shares of common stock		(130,000	)
Balance at September 30, 2018	$	954,099

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Short and Long Term Borrowings (Tables)

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of short and long term borrowings

	September 30, 2018			June 30, 2018
Bank loan	$	400		$	1,000
Total borrowings		400			1,000
Less: current portion		(400	)		(1,000	)
Long term debt	$	-		$	-

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Warrants (Tables)

3 Months Ended

Sep. 30, 2018

Warrants [Abstract]

Summary of outstanding common stock purchase warrants

		Outstanding at						Outstanding
Exercise Price		June 30, 2018		Issued in 2019		Expired		September 30, 2018
$	0.15		500,000		-		-		500,000
$	0.20		105,000		-		-		105,000
$	0.30		500,000		-		-		500,000
$	0.75		300,000		-		-		300,000
			1,405,000		-		-		1,405,000

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy under assets and liabilities

	September 30, 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,735,953	$	-	$	-	$	1,735,953
Total	$	1,735,953	$	-	$	-	$	1,735,953

	Fiscal 2018 Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Other assets	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Liabilities
Short and long-term debt	$	1,576,024	$	-	$	-	$	1,576,024
Total	$	1,576,024	$	-	$	-	$	1,576,024

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Summary of Significant Accounting Policies (Details)	3 Months Ended
	Sep. 30, 2018 USD ($) Customer	Sep. 30, 2017 USD ($)
Summary of Significant Accounting Policies (Textual )
Advertising costs | $	$ 103,440	$ 41,824
Packaging design, percentage	90.00%
Number of customer | Customer	1
Concentration risk percentage	10.00%
Packaging cost, description	<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">The $103,440 classified as “advertising costs”, $34,170.50 was related to packaging, and over 90% of that was related to the packaging design for the Nightfood ice cream launch.</font></td> </tr></table>

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Inventories (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Inventory Disclosure [Abstract]
Finished Goods	$ 56,139	$ 96,116
Packaging	3,093	7,093
TOTAL	$ 59,232	$ 103,209

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Other Current Assets (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Other Current Assets
Vendor deposits - Other	$ 5,336	$ 3,491
TOTAL	$ 5,336	$ 3,210

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Other Current Liabilities (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Other Current Liabilities [Abstract]
Accrued consulting fees - related party	$ 185,974	$ 197,974
TOTAL	$ 185,974	$ 197,974

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Notes Payable (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Debt Disclosure [Abstract]
Convertible notes payable issued as of June 30, 2018	$ 633,870
Convertible notes payable issued as of September 30, 2018	392,005
Unamortized amortization of debt and beneficial conversion feature	160,300
Notes paid	(102,076)
Notes converted into shares of common stock	(130,000)
Balance at September 30, 2018	$ 954,099

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Notes Payable (Details Textual)	Sep. 07, 2018 USD ($) TradingDays	Aug. 02, 2018 USD ($) TradingDays	Jul. 12, 2018 USD ($) TradingDays	Jun. 18, 2018 USD ($) TradingDays	Jun. 05, 2018 USD ($) TradingDays	Apr. 30, 2018 USD ($) TradingDays	Apr. 10, 2018 USD ($) TradingDays	Mar. 02, 2018 USD ($) TradingDays	Jan. 31, 2018 USD ($) TradingDays	Jan. 10, 2018 USD ($) TradingDays	Dec. 27, 2017 USD ($) TradingDays	Nov. 15, 2017 USD ($) TradingDays	Nov. 06, 2017 USD ($) TradingDays	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)
Notes Payable (Textual)
Additional paid in capital														$ 6,188,761	$ 5,919,152
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement [Member]
Notes Payable (Textual)
Convertible notes payable	$ 78,000	$ 107,005	$ 207,000	$ 52,500	$ 210,000	$ 225,000	$ 62,500	$ 75,000	$ 210,000	$ 110,000	$ 60,000	$ 75,000	$ 48,647
Notes payable interest rate	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%
Convertible price for interest payment percentage	65.00%	60.00%	60.00%	50.00%	50.00%	60.00%	60.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%
Trading days immediately prior to conversion | TradingDays	15	15	15	20	20	15	15	20	20	20	20	20	20
Maturity date	Sep. 07, 2019	Aug. 02, 2019	Jul. 12, 2019	Oct. 18, 2018	Jun. 06, 2019	Apr. 30, 2019	Apr. 10, 2019	Nov. 15, 2018	Sep. 08, 2018	Jan. 10, 2019	Dec. 27, 2018	Nov. 15, 2018	Nov. 06, 2018
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement [Member] | September 30, 2018 [Member]
Notes Payable (Textual)
Additional paid in capital	$ 72,871	$ 89,708	$ 155,959	$ 7,746	$ 141,939	$ 130,685	$ 32,877	$ 13,372	$ 0		$ 14,708	$ 9,452	$ 4,931
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement One [Member]
Notes Payable (Textual)
Convertible notes payable				$ 52,000				$ 60,000					$ 45,551
Notes payable interest rate				8.00%				8.00%					8.00%
Convertible price for interest payment percentage				60.00%				50.00%					50.00%
Trading days immediately prior to conversion | TradingDays				15				20					20
Maturity date				Jun. 18, 2019				Dec. 27, 2018					Nov. 06, 2018
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement One [Member] | September 30, 2018 [Member]
Notes Payable (Textual)
Additional paid in capital				$ 37,184				$ 17,600					$ 4,617
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement Two [Member]
Notes Payable (Textual)
Convertible notes payable								$ 115,000
Notes payable interest rate								8.00%
Convertible price for interest payment percentage								70.00%
Trading days immediately prior to conversion | TradingDays								10
Maturity date								Mar. 02, 2019
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement Two [Member] | September 30, 2018 [Member]
Notes Payable (Textual)
Additional paid in capital								$ 48,205

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Derivative Liability (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Derivative Liability (Textual)
Gain loss in fair value of derivative	$ 564,864

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Short and Long Term Borrowings (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Debt Disclosure [Abstract]
Bank loan	$ 400	$ 1,000
Total borrowings	400	1,000
Less: current portion	(400)	(1,000)
Long term debt

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Short and Long Term Borrowings (Details Textual)	Nov. 24, 2010
Short and Long Term Borrowings (Textual)
Small business loan working capital guaranteed percent	90.00%
Term of small business loan	7 years
Term of small business loan, description	<p style="margin: 0pt"><font style="font: 10pt Times New Roman, Times, Serif">The term of the loan is seven years until full amortization and currently carries an 9.75% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 5.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period.</font></p>
Interest rate of small business loan	9.75%

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Capital Stock Activity (Details) - USD ($)	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
Capital Stock Activity (Textual)
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	44,013,396	42,608,329
Common stock, shares outstanding	44,013,396	42,608,329
Common stock issued for services	$ 134,711
Common stock issued for interest	6,302
Issuance of common stock for debt	130,000
Common Stock [Member]
Capital Stock Activity (Textual)
Common stock issued for services	$ 446
Common stock issued for services, shares	445,598
Common stock issued for interest	$ 44
Common stock issued for interest, shares	44,487
Issuance of common stock for debt	$ 915
Issuance of common stock for debt, shares	914,982

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Warrants (Details)	3 Months Ended
	Sep. 30, 2018 $ / shares shares
Exercise Price | $ / shares	$ 0.15
Warrants [Member]
Outstanding at June 30, 2018	1,405,000
Issued in 2019
Expired
Outstanding September 30, 2018	1,405,000
Warrants [Member] | $0.15 [Member]
Exercise Price | $ / shares	$ 0.15
Outstanding at June 30, 2018	500,000
Issued in 2019
Expired
Outstanding September 30, 2018	500,000
Warrants [Member] | $0.20 [Member]
Exercise Price | $ / shares	$ 0.20
Outstanding at June 30, 2018	105,000
Issued in 2019
Expired
Outstanding September 30, 2018	105,000
Warrants [Member] | $0.30 [Member]
Exercise Price | $ / shares	$ 0.30
Outstanding at June 30, 2018	500,000
Issued in 2019
Expired
Outstanding September 30, 2018	500,000
Warrants [Member] | $0.75 [Member]
Exercise Price | $ / shares	$ 0.75
Outstanding at June 30, 2018	300,000
Issued in 2019
Expired
Outstanding September 30, 2018	300,000

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Warrants (Details Textual)	3 Months Ended
	Sep. 30, 2018 USD ($) $ / shares shares
Warrants (Textual)
Purchase warrants of common stock	500,000
Warrant exercise price | $ / shares	$ 0.15
Aggregate intrinsic value of warrants | $	$ 102,075
Warrants [Member] | Advisory Agreement [Member]
Warrants (Textual)
Vested shares	150,000
Vested date	Jul. 24, 2019
Warrants [Member] | Advisory Agreement One [Member]
Warrants (Textual)
Vested shares	150,000
Vested date	Jul. 24, 2020
Warrants [Member] | Advisory Agreement Two [Member]
Warrants (Textual)
Vested shares	50,000
Vested date	Jul. 24, 2021

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Fair Value of Financial Instruments (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Assets
Other assets
Total
Liabilities
Short and long-term debt	1,735,953	1,576,024
Total	1,735,953	1,576,024
Fair Value, Inputs, Level 1 [Member]
Assets
Other assets
Total
Liabilities
Short and long-term debt	1,735,953	1,576,024
Total	1,735,953	1,576,024
Level 2 [Member]
Assets
Other assets
Total
Liabilities
Short and long-term debt
Total
Level 3 [Member]
Assets
Other assets
Total
Liabilities
Short and long-term debt
Total

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Commitments and Contingencies (Details)	3 Months Ended
	Sep. 30, 2018 USD ($) IndividualConsultants $ / shares shares	Sep. 30, 2017 USD ($)
Commitments and Contingencies (Textual)
Purchase warrants of common stock	500,000
Warrant exercise price | $ / shares	$ 0.15
Number of individual consultants | IndividualConsultants	2
Achieving revenues | $	$ 102,188	$ 36,442
Quarterly Revenue [Member] | Individual Consultants [Member]
Commitments and Contingencies (Textual)
Achieving revenues | $	3,000,000
Monthly Revenue One [Member] | Individual Consultants [Member]
Commitments and Contingencies (Textual)
Achieving revenues | $	$ 1,000,000
Monthly Revenue [Member] | Individual Consultants [Member]
Commitments and Contingencies (Textual)
Vested shares	500,000
Warrant [Member] | Advisory Agreement Two [Member]
Commitments and Contingencies (Textual)
Vested shares	50,000
Vested date	Jul. 24, 2021
Warrant [Member] | Advisory Agreement One [Member]
Commitments and Contingencies (Textual)
Vested shares	150,000
Vested date	Jul. 24, 2020
Warrant [Member] | Advisory Agreement [Member]
Commitments and Contingencies (Textual)
Vested shares	150,000
Vested date	Jul. 24, 2019

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Related Party Transactions (Details) - USD ($)		3 Months Ended
	Dec. 08, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2015	Jun. 30, 2018
Related Party Transactions (Textual)
Warrant exercise price		$ 0.15
Professional Fees		$ 221,770	$ 257,240
Accrued expense-related party		$ 185,974			$ 197,974
Consulting agreement, description		<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; font: 10pt Times New Roman, Times, Serif"> <td style="width: 72%; text-align: justify; padding: 0; text-indent: 0; font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">The Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter.   Achieving those milestones would earn Folkson warrants with a $.50 strike price which must be exercised within 15 days of the respective quarterly or annual filing.</font></td> </tr></table>
Mr. Folkson [Member]
Related Party Transactions (Textual)
Warrants to acquire of shares	80,000
Warrant exercise price	$ 0.20
Warrant term	3 years
Consulting fee (per month)	$ 12,000	$ 18,000		$ 6,000
Professional Fees		18,000
Accrued expense-related party		$ 185,974			$ 197,974
Mr. Folkson [Member] | Warrant [Member]
Related Party Transactions (Textual)
Warrant exercise price	$ 0.15

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Subsequent Events (Details) - USD ($)		1 Months Ended		2 Months Ended
	Oct. 12, 2018	Nov. 19, 2018	Nov. 09, 2018	Nov. 19, 2018	Nov. 16, 2018	Oct. 05, 2018	Sep. 30, 2018	Dec. 08, 2017
Subsequent Events (Textual)
Warrant exercise price							$ 0.15
Convertible promissory note funded amount							$ 392,005
Mr. Folkson [Member]
Subsequent Events (Textual)
Warrant exercise price								$ 0.20
Subsequent Events [Member]
Subsequent Events (Textual)
Converted of principal and interest amount			Between the dates of October 1, 2018 and November 9, 2018, investor Eagle Equities, LLC converted a total of $181,850.56 of principal and interest from outstanding notes into Company stock.
Conversions of shares issued			1,657,387
Conversions of average price of per share			$ 0.1097
Description of shares issued				The Company has committed to issue 20,039 shares in conjunction with said agreements. 10,000 of these shares have been issued and are accounted for in the outstanding share count reported in this Filing. An additional 10,039 shares have been committed and not yet issued as of the time of this filing.
Convertible promissory note funded amount					$ 130,000	$ 104,000
Subsequent Events [Member] | Consultant [Member]
Subsequent Events (Textual)
Description of shares issued		The Company retired 500,000 shares of common stock that had been issued to a Consultant in November, 2017.
Subsequent Events [Member] | Mr. Folkson [Member]
Subsequent Events (Textual)
Warrants to exercise common stock shares	400,000
Warrant exercise price	$ 0.30
Accrued consulting fees	$ 120,000