10-Q

UNITED STATES

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 quarterly period ended March 31, 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: 001-13621

UPD HOLDING CORP.

(Exact name of Registrant as specified in its charter)

Nevada	13-3465289
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

75 Pringle Way, 8th Floor, Suite 804

Reno, Nevada 89502

(Address of principal executive offices, including zip code)

775-829-7999 x112

(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 requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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, a 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 (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer  ☐	Smaller reporting company ☑
(Do not check if a 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 by Rule 12b-2 of the Exchange Act).  Yes ☐No ☑

The aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant as of March 29, 2018 (the last business day of the registrants most recently completed second fiscal quarter), was approximately $5,163,733 based on the last trading price of the registrant’s common stock of $0.032 as reported on the OTC Bulletin Board on such date.

As of June 4, 2018, the issuer had 161,266,636 shares of Common Stock outstanding, par value $.005 per share.

UPD HOLDING CORP.

TABLE OF CONTENTS

	PageNo.
Cautionary Note Regarding Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	4
Consolidated Balance Sheets- Unaudited	4
Consolidated Statements of Operations- Unaudited	5
Consolidated Statements of Cash Flows- Unaudited	6
Notes to Consolidated Financial Statements- Unaudited	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	18
SIGNATURES	19

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Investors are cautioned that these forward-looking statements that are not historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. Because of the number and range of assumptions underlying the Company’s projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. The inclusion of projections and other forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UPD HOLDING CORP.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(unaudited)
	March 31, 2018			June 30, 2017
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	88,581		$	65,308
Inventory		180,649			-
Other current assets		22,000			-
Total Current Assets		291,230			65,308
Property, plant and equipment, net		389,967			-
Goodwill		492,762			-
Intangible Assets, net		1,243,462			-
Total noncurrent assets		2,126,191			-
TOTAL ASSETS	$	2,417,421		$	65,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued Interest	$	86,027		$	-
Accounts Payable		331,818			40,202
Accrued Liabilities		5,400			70,758
Convertible Notes Payable - Related Party		40,000			15,000
Convertible Notes Payable		497,500			50,000
Due to Shareholder(s)		67,501			-
Note Payable		360,000			-
Note Payable – Related Party		10,000			-
Total Current Liabilities		1,398,246			175,960
TOTAL LIABILITIES		1,398,246			175,960
STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value 10,000,000 authorized: 0 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively		-			-
Common stock, $.005 par value 200,000,000 authorized: 161,266,636 and 79,766,636 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively		806,333			398,833
Additional paid-in capital		946,678			(265,405	)
Accumulated deficit		(733,836	)		(244,080	)
TOTAL STOCKHOLDERS’ EQUITY		1,019,175			(110,652	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,417,421		$	65,308

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

4

UPD HOLDING CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2018			2017			2018			2017
Sales	$	2,103		$	-		$	2,103		$	-
Cost of sales		(14,503	)		-			(14,503	)		-
Gross Profit		(12,400	)		-			(12,400	)		-
Operating expenses:
General, and administrative expense		(74,064	)		(365	)		(74,905	)		(4,019	)
Professional fees		(56,345	)		(6,272	)		(164,783	)		(33,480	)
Total operating expenses		(130,409	)		(6,637	)		(239,688	)		(37,499	)
Operating income		(142,809	)		(6,637	)		(252,088	)		(37,499	)
Other expenses:
Bad debt Expense		-			-			(199,064	)		-
Interest expense		(31,115	)		(21,666	)		(38,604	)		(64,998	)
Total other expenses		(31,115	)		(21,666	)		(237,668	)		(64,998	)
NET LOSS	$	(173,924	)	$	(28,303	)	$	(489,756	)	$	(102,497	)
BASIC AND DILUTED PER SHARE DATA:
Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding, basic and diluted		138,230,739			79,766,636			99,474,665			79,766,636

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

5

UPD HOLDING CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended March 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(489,756	)	$	(102,497	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		19,583			-
Bad Debt Expense		199,064			-
Changes in operating assets and liabilities:
Inventory		(123,867	)		-
Accounts Payable		103,783			11,917
Accrued Interest		20,669			64,998
Net Cash Used in Operating Activities		(270,524	)		(25,582	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition		17,121			-
Issuance of note receivable		(199,064	)		-
Net Cash Used in Investing Activities		(181,943	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock		-			25,000
Proceeds from Loans from Shareholders		3,240			-
Proceeds from Convertible Notes Payable - Related Party		25,000			15,000
Proceeds from Convertible Notes Payable		447,500			-
Proceeds from Notes Payable		-			50,000
Net Cash Provided by Financing Activities		475,740			90,000
NET CHANGE IN CASH AND CASH EQUIVALENTS		23,273			64,418
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		65,308			1,619
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	88,581		$	66,037
INTEREST PAID:	$	12,000		$	-
TAXES PAID:	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of Record Street Brewing by issuing 80,000,000 shares of common stock	$	1,600,000		$	-

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

6

UPD HOLDING CORP.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN

Business, Operations and Organization

Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (“IMET”) a Nevada Corporation are hereinafter collectively referred to as the “Company.”

On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Company’s common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $89,615, of which $85,378 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company

For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the “Reverse Merger.” The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods.

On December 30, 2015, the Company filed Articles of Merger (the “Merger”) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the “Subsidiary”). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. “UPD” stands for United Product Development.

On January 8, 2018, the Company filed an 8-K with the Securities and Exchange Commission on announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”). An audit of Record Street Brewing (“RSB”) is ongoing and expected to consummate not later than June 30, 2018. Therefore, a possibility exists that certain financial aspects could be subject to revision.

In the quarter ending March 31, 2018, the Company entered into a production relationship with BrewHub and launched the new Stylus lager in all formats as well as blonde and pale ales in cans along with the Company’s existing 1/6 and 1/2-barrel kegs and 12 oz bottles.

Going Concern

The Company’s unaudited interim consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has recurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The March 31, 2018 financial statements do not include any adjustments that might be necessary if UPD Holding Corp. is unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

7

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the nine-month period ended March 31, 2018, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017.

The preparation of the Company’s unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On January 1, 2018, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings.  The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.

See also Note 5.

Accounting Pronouncements Not Yet Effective

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods.  The Company is still evaluating any potential impact that adoption of ASU 2016-02 may have on our financial position, results of operations, or cash flows.

NOTE 2 – RELATED PARTY TRANSACTIONS

For the nine months ended March 31, 2018, the President has provided the Company rent at no charge. We believe that the offices are adequate to meet our current operational requirements. We do not own any real property.

On September 1, 2016, through unanimous approval by its Board, the Company opened an escrow to initiate a proposed funding arrangement for future capital demands. The related party portion of this escrow consists of a $15,000 convertible Note held by the Company’s President which matured March 1, 2017. As a result of this date expiring, the President extended the maturity of the note to August 1, 2018. The company analyzed the extension under ASC 470-50 and concluded that this modification was not considered to be substantial. If not repaid by maturity, the note is convertible into 1,200,000 common shares at $0.0125 per share. If share conversion is not elected, then interest will be due in the amount of $15,000.

On December 31, 2017 when the Company acquired Record Street Brewing (“RSB), the Company assumed a note from a related party, Terie Ogle in the amount of $10,000. This note is currently held at zero percent interest, does not have a term and is unsecured. Also, on December 31, 2017 upon the acquisition of Record Street by the Company, two unsecured liabilities, without a term, representing outstanding payables were assumed on behalf of “RSB” shareholders, Corletto and Ogle in the amounts of $34,980 and $28,661, respectively. During the quarter ending March 31, 2018, The Company borrowed an additional $3,240 from the former RSB owners.  The current amounts outstanding to Corletto and Ogle are $37,080 and $29,801, respectively.

On March 5, 2018, the Company’s President and a related party invested $25,000 into a one-year Convertible Promissory Note at 12% which is if not repaid by the maturity, will convert into 280,000 common shares at $0.10 per share. If share conversion is not elected, then interest will be due in the amount of $3,000.

8

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” and determined that the instrument does not qualify for derivative accounting.

NOTE 3 – STOCKHOLDERS’ EQUITY

Authorized Shares

At March 31, 2018, our authorized capital stock consists of 200,000,000 shares of Common Stock, par value of $.005, and 10,000,000 shares of Preferred Stock, par value $.01. The Company’s Board of Directors has the authority to divide the preferred stock shares into series and to fix the voting powers, designation, preference, and relative participating, option or other special rights, and the qualifications, limitations, or restrictions of the shares of any series so established.

Common Stock

At March 31, 2018 and June 30, 2017, there were 161,266,636 and 79,766,636 shares of Common Stock issued and outstanding, respectively.

At March 31, 2018, we had a total of 1,200,000 shares reserved for issuance pursuant to the 1,200,000 outstanding options. As of March 31, 2018, all outstanding warrants issued by the predecessor company have expired. See “Options and Warrants” below for additional information.

On September 22, 2017, the Company entered into a consulting agreement with Sage Intergroup, Inc. for services related to investor relations. As part of this agreement, the Company issues 1.5M shares of the Issuer’s common stock, $0.005 par value. The value of the shares is $37,500 which is amortized over the 12-month term of the agreement. The Company accounted for $19,583 in stock-based compensation and the unamortized stock compensation expense as of March 31, 2018 is $17,917.

Preferred Stock

The Company has not issued any shares of preferred stock as of March 31, 2018.

Options and Warrants

The Company did not issue any options or warrants during the nine months ended March 31, 2018.

As of March 16, 2015, the effective date of the Reverse Merger, the Company had 3,522,767 options outstanding pursuant to the predecessor company’s 1999 Equity Compensation Plan, of which 2,322,767 options have expired, leaving 1,200,000 options outstanding as of March 31, 2017. These remaining options have a life span to Q1 2019.

In addition, as of the effective date of the Reverse Merger, the Company had 8,155,478 warrants outstanding issued by the predecessor company. Since the Reverse Merger, all 8,155,478 have expired and zero currently remain.

Additional information about the predecessor company’s options and warrants and expense calculations can be found in that company’s financial statements contained in its Annual Report on Form 10-K filed with the SEC on October 14, 2014 and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017.

NOTE 4 – ACQUISITION

On December 31, 2017 the Company completed its acquisition of RSB, a startup contract brewery based in Reno, NV. The aggregate purchase price for the transaction was $1,600,000 of equity equal to 80,000,000 shares of the Company’s common stock based on a closing stock price of $0.02 per share on December 29, 2017. The Company and RSB agreed to merge to increase the product portfolio of the Company. The Company gained control of RSB at the time of the acquisition through an exchange of 16,000 shares of the Company’s common stock per share outstanding of RSB. 100% of RSB’s voting equity was exchanged in the transaction. The transaction took place at the end of operations for the quarter and as such no revenue or earnings from RSB are included in the Consolidated Statements of Operations presented above. The Company accounted for the transaction in accordance with ASC 805, Business Combinations.

The total consideration given to the former members of RSB has been allocated to the assets acquired and liabilities assumed based on preliminary estimates of their estimated fair values as of the date of the acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of December 31, 2017. The preliminary measurements of fair value were based upon estimates of management and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects appraisals of tangible and intangible assets and working capital adjustments to be finalized during the first quarter of fiscal 2019.

9

The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities of RSB assumed at the acquisition date:

Consideration:
Fair value of equity consideration paid	$	1,600,000
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:
Cash	$	17,121
Current Assets		22,000
Inventory		56,782
Furniture & Equipment		91,933
Leasehold Improvements		298,034
Identifiable intangible assets		1,243,462
Accounts payable		(187,833	)
Notes payable to related parties		(74,261	)
Other current liabilities		(360,000	)
Preliminary estimate of the fair value of assets acquired and liabilities assumed		1,107,238
Goodwill		492,762
Total purchase price	$	1,600,000

The fair value of the identifiable intangible assets was determined based on the following approaches:

Lease Purchase – The value attributed to RSB’s Lease Purchase option was determined by fair market values over the current tenure of the existing lease purchase which survives until December 31, 2018.

Rent Abatement – The value attributed to RSB’s Rent Abatement was determined by assessing the fair market value of the space over the course of 2018 which the current lease purchase agreement documents.

Licensing Agreement – The value of RSB’s Licensing Agreement with Young’s Market was determined by examining operating metrics of small breweries.

The fair value of the intangible assets is being amortized using the straight-line method to general and administrative expenses over their useful lives. In the course of management’s preliminary assessment of the intangible assets acquired it was estimated that the range of useful lives of intangible assets is 1-10 years. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. Goodwill of $492,762 arising from the acquisition consists of expected synergies as well as intangible assets that do not qualify for separate recognition. The goodwill acquired is expected to be deductible for income tax purposes.

The Company and RSB have been in the process of auditing RSB’s financial position as of December 31, 2017.  As such, adjustments have been made in the current quarter to the purchase price allocation first detailed in the December 31, 2017 10-Q.  Leasehold improvements of $298,034, inventory of $56,782, and an additional $97,938 in Accounts payable have been discovered during the course of the audit.  Furniture and Equipment was adjusted by ($22,000).  In addition, Notes payable to related parties has been adjusted by $620.  The cumulative effect on Goodwill from these adjustments was ($237,858).  It is possible further adjustments to the purchase price allocation are made in future quarters as the audit is ongoing.

10

Pro Forma Financial Information (unaudited):

The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2018 and 2017, assumes that the acquisition of RSB occurred as of July 1, 2016. The unaudited pro forma financial information combines historical results of UPD Holding Corp. and RSB. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017 or the results that may occur in the future:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net Sales	$	2,103		$	16,384		$	40,835		$	42,312
Net (loss) income		(173,924	)		(33,536	)		(667,697	)		(119,173	)
Net (loss) income attributable to UPD Holding Corp.		(47,214	)		(29,298	)		(363,046	)		(100,493	)
Basic and Diluted (loss) earnings per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

NOTE 5 – REVENUE RECOGNITION

Sales comprise the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities.  Sales are presented, net of excise taxes, discounts and fees.

The Company sells beer through distributors.

Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs when the product arrives at distribution centers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. We consider customer purchase orders, which in some cases are governed by a master agreement, to be the contracts with a customer. For each contract related to the sale of beer, we consider the promise to transfer products, each of which is distinct, to be the identified performance obligation. The transaction price for each performance obligation is specifically identified within the contract with our customer and represents the fair standalone selling price. Discounts are recognized as a reduction to Sales at the time we recognize the revenue. We generally do not grant return privileges, except in limited and specific circumstances.

NOTE 6 – NOTES RECEIVABLE

The following notes were executed between Record Street Brewing (“RSB”) and the Company during the second quarter of fiscal 2018, at the Index of Applicable Federal Rates (AFR) Rulings for each applicable month in question for the period of 12 months. As a result of the Company’s announcement on January 5, 2018, in a filed an 8-K with the Securities and Exchange Commission announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”), these notes were expensed as a result of said merger.

Date	Days		IRS | Fed Rate		Amount | Borrowed
10/1/2017		91		0.1270	$	15,000
10/5/2017		87		0.1270	$	5,000
10/17/2017		75		0.1270	$	10,000
10/23/2017		69		0.1270	$	5,495
11/7/2017		54		0.1380	$	35,000
11/28/2017		33		0.1380	$	82,500
12/1/2017		30		0.1520	$	16,569
12/11/2017		20		0.1520	$	7,500
12/22/2017		9		0.1520	$	5,000
12/28/2017		3		0.1520	$	17,000
					$	199,064

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NOTE 7 – CONVERTIBLE NOTES

Through the third quarter ending March 31, 2018, the Company had entered into the following unsecured Convertible Promissory Notes, with effective interest rates ranging from 12% to 50%. Maturity dates ranging between August 31, 2018 and March 19, 2019, at a conversion share price at $0.10 per share with an effective conversion to 9,617,000 shares. Thus far, $447,500 has been invested during the period ended of March 31, 2018 in addition to the $50,000 invested during prior periods making the total $497,500 . Details are as follows:

Convertible Note Detail

Date	Last	First	Amount		Total w/Interest		Total Convertible		OriginalMaturity Date
9/2/2016	Shoenberger	Deacon	$	50,000.00	$	100,000.00		4000000	8/1/2018
9/21/2017	Nonte	Paul	$	100,000.00	$	112,000.00		1120000	9/20/2018
10/10/2017	Wells	Richard	$	10,000.00	$	11,200.00		112000	10/9/2018
11/1/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	10/31/2018
11/3/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/2/2018
11/13/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	11/12/2018
11/16/2017	Heefner	Thomas	$	5,000.00	$	5,600.00		56000	11/15/2018
11/17/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/16/2018
12/21/2017	Heefner	Thomas	$	15,000.00	$	16,800.00		168000	12/20/2018
12/22/2017	Richardson	Huxley	$	20,000.00	$	22,400.00		224000	12/21/2018
12/28/2017	Heefner	Thomas	$	20,000.00	$	22,400.00		224000	12/27/2018
1/3/2018	Heefner	Thomas	$	7,500.00	$	8,400.00		84000	1/2/2019
1/8/2018	Orten	Gary	$	5,000.00	$	5,600.00		56000	1/7/2019
1/11/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/10/2019
1/22/2018	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	1/21/2019
1/29/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/28/2019
2/9/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/8/2019
2/12/2018	Leslie	Mark	$	5,000.00	$	5,600.00		56000	2/11/2019
2/15/2018	Berkley	Richard	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Goldstein	Raymond	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/14/2019
3/13/2018	Shoenberger	Deacon	$	25,000.00	$	84,000.00		840000	3/12/2019
3/20/2018	Mollberg	Melvin	$	5,000.00	$	5,600.00		56000	3/19/2019
Grand Total			$	497,500				9,617,000

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and   Hedging” and determined that the instruments do not qualify for derivative accounting.

The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The conversion price is out-of-money on the issuance date of the note, thus there is no value to the beneficial conversion feature.

NOTE 8 – NOTE PAYABLE

On December 31, 2017 when the Company acquired Record Street Brewing (“RSB), the Company assumed a note from Jason Klore in the amount of $10,000. This note is currently held at zero percent interest, does not have a term and is unsecured. Also, on December 31, 2107 upon the acquisition of Record Street by the Company, three additional unsecured liabilities were assumed. The first was executed on October 1, 2017 to Ian Maddan in the amount of $100,000, fixed at 12% interest for one (1) year. The second was executed on October 1, 2017 to Mike Maddan in the amount of $150,000, fixed at 12% interest for one (1) year. The third was executed on October 1, 2017 to Mike & Linda Maddan in the amount of $100,000, fixed at 18% interest for one (1) year.

NOTE 9 – SUBSEQUENT EVENTS

During April and May 2018, the Company entered nine (9) Convertible Promissory Notes with investors totaling a principal sum of $155,000. The effective interest rate is 12% for all notes with the exception of one which is 33.3% with various maturity dates out as far as May 9, 2019, at a conversion share price at $0.10 per share with an effective conversion to 1,896,000 shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements and related notes which are included in Item 1 of this Quarterly Report on Form 10-Q, and with our audited financial statements included in our Form 10-K for the fiscal year ended June 30, 2017, filed with the Securities and Exchange Commission on October 13, 2017.

12

Overview

Acquisition of iMetabolic Corp.

On December 31, 2014, we entered into an Agreement of Share Exchange and Plan of Reorganization (the “Share Exchange Agreement”) and consummated a share exchange (the “Share Exchange”) with iMetabolic Corp. (“IMET”), a Nevada corporation. The Effective Date of the transaction was March 16, 2015 (the “Effective Date”) and resulted in the acquisition of IMET (the “Acquisition”). Pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding capital stock of IMET  from the 16 IMET shareholders for an aggregate of 60,000,000 shares, or 76.2% of the Company’s common stock.

As a result of the Share Exchange Agreement, the IMET shareholders transferred all their interest in IMET to the Company and, as a result, IMET became a wholly owned subsidiary of the Company.

As a further condition of the Share Exchange Agreement, the then current officers of the Company resigned on March 16, 2015 and Mark W. Conte was appointed President, CEO and a director of the Company, Kevin J. Pikero as CFO, Treasurer, Secretary, and a director and Andrew D. Smith as a director.

The IMET acquisition is discussed more fully in the Form 8-K we filed with the Securities and Exchange Commission (“SEC”) on March 20, 2015. Included as an exhibit to that Form 8-K is a copy of the Share Exchange Agreement.

Name Change

On December 30, 2015, the Company filed Articles of Merger (the “Merger”) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the “Subsidiary”). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. “UPD” stands for United Product Development which is the name of one of our wholly-owned subsidiaries. On March 1, 2017, FINRA successfully grated the company a new trading symbol (UPDC).

IMET Products

IMET was formed on July 1, 2013 for the purpose of marketing products under the brand “iMetabolic” that were previously being sold by the brand’s licensor, International Metabolic Institute LLC (“IMI”), as well as to develop new products that would be specifically suited for a national marketing plan. IMI transferred certain product and trademark rights to IMET on July 22, 2013 (the “License”). The License was amended on March 16, 2015 to clarify IMET’s and IMI’s future rights. See “IMET License Agreement” below. The mission of IMET is to build upon preexisting brand equity and the expert copy and other literature authored by Dr. Kent Sasse as applied to the national launch of products with extraordinary profitability and novel market appeal.

A pre-existing line of five (5) soft-bound books authored by the founder of the iMetabolic brand, Dr. Kent Sasse, is available for sale under the brand “A Sasse Guide” on both the www.imetabolic.com and www.sasseguide.com websites. These books are titled: (i) Life- Changing Weight Loss; (ii) Doctor’s Orders – 101 Medically Proven Tips for Losing Weight; (iii) Outpatient Weight Loss Surgery – Safe and Successful Weight Loss with Modern Bariatric Surgery; (iv) Weight-Loss Surgery – Which One is Right for You?; and (v) After Weight Loss Surgery. Pursuant to the terms of the License Amendment these books will continue to be the property of and sold by IMI.

A pre-existing line of products, including, but not limited to, proprietary blend meal replacements, dietary specialty foods, and nutraceuticals, have been sold by IMI at IMI’s company store / doctor’s office pursuant to a reservation of rights in the License and online at www.imetabolic.com. An amendment to the License provides that after IMI has sold its entire inventory existing or ordered on March 16, 2015, IMI will not sell any more products which may be deemed to compete with IMET’s products.

IMET has developed the following four new products to be marketed:

• A new product concept to be marketed under the name iMetabolic “Catalyst”, which is intended to provide the essential vitamins and plant compounds that are necessary to aid in metabolic functions. Such ingredients include broad spectrum B- Complex Vitamins, as well as Green Tea Extract and Resveratrol (polyphenols).

• A new product concept to be marketed under the name iMetabolic “Mini-Meal”, which is intended to provide the essential whey protein isolate intake for a person who is on a four-to-five meal per day diet or needs a snack that will act as a low- calorie, high nutritional value appetite suppressant.

• A new product concept to be marketed under the name iMetabolic “Multi-Pro”, which is intended to provide the essential broad-spectrum vitamins and minerals that are typically marketed as “multi-vitamin supplements;” however, this product is specifically tailored to dovetail with the “Catalyst” so as to virtually eliminate the duplicate consumption of overlapping ingredients that routinely plagues supplement users.

13

• A new product concept to be marketed under the name iMetabolic “BittX.” This product is premised on the scientific theory that modern horticulture and food producers have systematically promoted foods that are sweet or lack bitterness, which is the flavor typically associated with foods that have the greatest health benefits. Accordingly, this product is intended to reform the body’s disposition toward bitter foods in a subtle, inoffensive way.

We believe IMET’s current four products can be successfully marketed through the use of infomercials and have made progress with identifying a creator and producer for an infomercial to sell the products. Additionally, the Company is building a new website with e- commerce capabilities and plans to use SEO (search engine optimization), social media, e-mail marketing, and PPC (pay for click) venues as well to drive the business. However, there is no assurance IMET’s infomercial marketing strategy will be successful.

We have also investigated using regional distributors for our products and may use them in the future, on a region by region basis as working capital permits. The Company has identified some prospects and is working to move those prospects forward.

We believe IMET has located experienced nutrition and supplemental manufacturers who have indicated an interest and an ability to manufacture IMET’s initial four products. We have received written cost quotations from these manufactures and production timetables, as well. The Company is in the process of evaluating the best venue to move forward.

The Company was hopeful that it was going to be able to secure its new website, marketing program, and product manufacturing schedules to begin marketing our products within six months of the closing of the Exchange. In reality, these details are taking more time to prepare and thus the Company is now targeting some initial product and marketing launches in late 2018.

IMET License Agreement

IMET entered into a license with IMI, a Nevada limited liability company, on July 22, 2013 (the “License”). In the License, IMI granted to IMET the exclusive licenses to use, produce, market and sell: (i) five marks (the “Licensed Marks”); (ii) four books written by Dr. Sasse (the “Licensed Content”); and (iii) approximately 150 supplements and foods created and previously sold by IMI (the “Licensed Articles”). The Licensed Marks include the trademark “iMetabolic”; the domain name “www.imetabolic.com”; the trademark “iMetabolic Catalyst”; and a trademark and domain name related to Dr. Sasse. The License had a term of three years, commencing on July 1, 2013 (the “Initial Term”), with a provision stating that the term of the License would automatically become perpetual if IMET sold $3.0 Million of Licensed Content or Licensed Articles before July 1, 2016. As a result of this date passing, an extension was executed until December 31, 2018. IMET is to bear all expenses of the creation and sale of the Licensed Content and Licensed Articles. The License contains other provisions standard in licenses.

In conjunction with closing the Exchange, on March 16, 2015 IMI and IMET executed an amendment to the License (the “License Amendment”). In the License Amendment: (i) IMET returned to IMI all rights to the Licensed Content (Dr. Sasse’s books), the two Dr. Sasse Licensed Marks and all revenues from the sale of the Licensed Articles since July 1, 2013 through the date of closing the Exchange; (ii) the Initial Term was increased from three to four years; (iii) a provision was added stating that after the closing of the Exchange, IMI shall not sell any more of the Licensed Articles or any other products IMET deems as competing with the Licensed Articles; (iv) a provision was added stating that upon reaching the $3.0 Million milestone, IMI shall transfer and or assign to IMET the three remaining Licensed Marks; and (v) a provision was added stating that upon completion of the Initial Term, IMET shall have all rights, obligations, and burdens of enforcing the Licensed Marks.

During 2014, the trademark “iMetabolic” expired at the U.S. Patent and Trademark Office. In conjunction with the closing of the Exchange, IMI re-applied for that trademark and the service mark "iMetabolic" on December 16, 2014. In May 2015, we engaged Drinker, Biddle & Reath, LLP to correspond with the U.S. Patent and Trademark Office regarding our application. As of April 19, 2016, the Company was awarded Registration Number 4,941,531 in the Class 5 Category. Additionally, on September 6, 2016, the Company was awarded Registration Number 5,034,186 in the Class 44 Category. At this juncture, the Company has succeeded in reclaiming both marks for consideration in its future operations.

RESULTS OF OPERATIONS

Gross Loss

The Company expects to benefit from economies of scale in the future and is currently operating at a gross loss.  The gross loss is primarily due to the high cost associated with contract brewing in small batches and shipping.

14

General and Administrative Expenses

For the nine months ended March 31, 2018 and 2017, we recorded operating expenses of $254,191 and $37,499, respectively. Both consist primarily of general and administrative expenses along with professional fees all of which are associated with maintaining the Company as a publicly traded entity.

Net Loss

For the nine months ended March 31, 2018 and 2017, the company recorded a net loss of $489,756 and $102,497, respectively.

Liquidity and Capital Resources

At March 31, 2018, the Company is beginning to engage in business activities that generate cash flow. As of March 31, 2018, the Company had current assets of $291,230 current liabilities of $1,398,246, and negative working capital of $1,107,016

On September 1, 2016, through unanimous approval by its Board, the Company opened a $65,000 escrow to initiate a proposed funding arrangement for future capital demands. This $65,000 escrow was funded by two private placements which have convertible notes associated with them (the “Notes”). These notes have since been extended at the same terms for an additional period of time moving the expiration to August 30, 2018. If share conversion is not elected, then interest will be due on the Notes in the amount of

$65,000. At September 30, 2017, the Company had a total of 5,200,000 shares reserved for issuance upon conversion of the Notes.

$15,000 of the $65,000 private placement was funded by the Company’s President.

Over the next twelve months, we have estimated that in order to maintain reporting company status as defined under the Securities Exchange Act of 1934, as amended, we will require cash for general and administrative expenses and professional fees, which include accounting, legal and other professional fees, as well as filing fees. We believe we will be able to meet these costs through the use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. However, no assurance can be given that we will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, we may be unable to fund our operations. As a result, the Company’s independent registered public accounting firm has issued going concern opinion on the consolidated financial statements of the Company for the fiscal year ended June 30, 2017.

Off-Balance Sheet Arrangements

During the nine months ended March 31, 2018, we did not engage in any off-balance sheet arrangements set forth in Item 303(a) (4) of Regulation S-K.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and judgments that significantly affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Note 1, “Business, Basis of Presentation and Significant Accounting Policies” in the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017, describes our significant accounting policies which are reviewed by management on a regular basis.  Other than as described in Note 1 of Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q regarding revenue recognition, there have been no changes to our critical accounting policies since June 30, 2017.

New Accounting Pronouncements

See Note 1 of Notes to Consolidated Financial Statements included in Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risks is limited to changes in interest rates. We do not use derivative financial instruments as part of an overall strategy to manage market risk. We have no debt outstanding nor do we have any investment in debt instruments other than highly liquid short-term investments. Accordingly, we consider our interest rate risk exposure to be insignificant at this time.

15

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2018 our disclosure controls and procedures were not effective due to the size and nature of the existing business operation. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedure will not be implemented until they can be effectively executed and monitored. As a result of the size of the current organization, there will not be significant levels of supervision, review, independent directors nor formal audit committee.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2018, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this report, the Company is not currently involved in any legal proceedings.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. However, the risks associated with our Company are set forth in the "Risk Factors" section of our Form 8-K filed with the SEC on March 20, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

17

Item 6. Exhibits

The exhibits listed below are filed herewith.

Exhibit Number	Description
10.1	Agreement of Share Exchange and Plan of Reorganization dated December 31, 2014 between the Company and iMetabolic Corp. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on March 20, 2015)
2.1	Articles of Merger filed with the Nevada Secretary of State on December 30, 2015 (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on January 22, 2016)
2.2	Agreement of Merger between the Company and its wholly-owned subsidiary, UPD Holding Corp. (Incorporated byreference to Exhibit 2.2 of the Current Report on Form 8-K filed on January 22, 2016)
2.3	Agreement of Exchange and Plan of Reorganization dated Decmeber 31, 2017 between Registrant and RSB. (Incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed on January 8, 2018)
31.1*	Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document**
101.SCH*	XBRL Extension Schema Document**
101.CAL*	XBRL Extension Calculation Linkbase Document**
101.DEF*	XBRL Extension Definition Linkbase Document**

* Filed herewith.

**In accordance with Rule 406T of Regulation S-T, this information is deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

18

SIGNATURES

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

	UPD HOLDING CORP.
Dated:   June 4, 2018	By:	/s/ Mark W. Conte
		Mark W. Conte
		President and Chief Executive Officer
		(Principal Executive Officer)
Dated:   June 4, 2018	By:	/s/ Kevin J. Pikero
		Kevin J. Pikero
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

19

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Mark W. Conte, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of UPD HOLDING CORP.;

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 presented 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 13a-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 principles;

(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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   June 4, 2018
	By:	/s/ Mark W. Conte
		Mark W. Conte
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kevin J. Pikero, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of UPD HOLDING CORP.;

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 presented 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 13a-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 principles;

(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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   June 4, 2018
	By:	/s/ Kevin J. Pikero
		Kevin J. Pikero
		Chief Financial 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 Quarterly Report of UPD HOLDING CORP. (the “Company”) on Form 10-Q for the quarter ended March 31, 2018, filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(1) The Report 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 the Report fairly presents, in material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

Date:   June 4, 2018
	/s/ Mark W. Conte
	Mark W. Conte Chief Executive Officer

/s/ Kevin J. Pikero

Kevin J. Pikero

Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2018	Jun. 04, 2018
Document And Entity Information
Entity Registrant Name	UPD HOLDING CORP.
Entity Central Index Key	0000836937
Document Type	10-Q
Trading Symbol	UPDC
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		161,266,636
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2018	Jun. 30, 2017
CURRENT ASSETS:
Cash and Cash Equivalents	$ 88,581	$ 65,308
Inventory	180,649
Other current assets	22,000
Total Current Assets	291,230	65,308
Property, plant and equipment, net	389,967
Goodwill	492,762
Intangible Assets, net	1,243,462
Total noncurrent assets	2,126,191
TOTAL ASSETS	2,417,421	65,308
CURRENT LIABILITIES:
Accrued Interest	86,027
Accounts Payable	331,818	40,202
Accrued Liabilities	5,400	70,758
Convertible Notes Payable - Related Party	40,000	15,000
Convertible Notes Payable	497,500	50,000
Due to Shareholder(s)	67,501
Note Payable	360,000
Note Payable - Related Party	10,000
Total Current Liabilities	1,398,246	175,960
TOTAL LIABILITIES	1,398,246	175,960
STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value 10,000,000 authorized: 0 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively
Common stock, $.005 par value 200,000,000 authorized: 161,266,636 and 79,766,636 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively	806,333	398,833
Additional paid-in capital	946,678	(265,405)
Accumulated deficit	(733,836)	(244,080)
TOTAL STOCKHOLDERS' EQUITY	1,019,175	(110,652)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,417,421	$ 65,308

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Jun. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.005	$ 0.005
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	161,266,636	79,766,636
Common stock, outstanding	161,266,636	79,766,636

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Sales	$ 2,103		$ 2,103
Cost of sales	(14,503)		(14,503)
Gross Profit	(12,400)		(12,400)
Operating expenses:
General, and administrative expense	(74,064)	(365)	(74,905)	(4,019)
Professional fees	(56,345)	(6,272)	(164,783)	(33,480)
Total operating expenses	(130,409)	(6,637)	(239,688)	(37,499)
Operating income	(142,809)	(6,637)	(252,088)	(37,499)
Other expenses:
Bad debt Expense			(199,064)
Interest expense	(31,115)	(21,666)	(38,604)	(64,998)
Total other expenses	(31,115)	(21,666)	(237,668)	(64,998)
NET LOSS	$ (173,924)	$ (28,303)	$ (489,756)	$ (102,497)
BASIC AND DILUTED PER SHARE DATA:
Net loss per common share, basic and diluted (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Common Shares Outstanding, basic and diluted (in shares)	138,230,739	79,766,636	99,474,665	79,766,636

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (489,756)	$ (102,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation	19,583
Bad Debt Expense	199,064
Changes in operating assets and liabilities:
Inventory	(123,867)
Accounts Payable	103,783	11,917
Accrued Interest	20,669	64,998
Net Cash Used in Operating Activities	(270,524)	(25,582)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition	17,121
Issuance of note receivable	(199,064)
Net Cash Used in Investing Activities	(181,943)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock		25,000
Proceeds from Loans from Shareholders	3,240
Proceeds from Convertible Notes Payable - Related Party	25,000	15,000
Proceeds from Convertible Notes Payable	447,500
Proceeds from Notes Payable		50,000
Net Cash Provided by Financing Activities	475,740	90,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	23,273	64,418
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	65,308	1,619
CASH AND CASH EQUIVALENTS, END OF PERIOD	88,581	66,037
INTEREST PAID:	12,000
TAXES PAID:
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of Record Street Brewing by issuing 80,000,000 shares of common stock	$ 1,600,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	9 Months Ended
	Mar. 31, 2018 shares
Statement of Cash Flows [Abstract]
Issued shares of common stock (in shares)	80,000,000

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BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN

9 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN

NOTE 1 – BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN

Business, Operations and Organization

Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (“IMET”) a Nevada Corporation are hereinafter collectively referred to as the “Company.

On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Company’s common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $89,615, of which $85,378 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company.

For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the “Reverse Merger.” The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods.

On December 30, 2015, the Company filed Articles of Merger (the “Merger”) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the “Subsidiary”). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. “UPD” stands for United Product Development.

On January 8, 2018, the Company filed an 8-K with the Securities and Exchange Commission on announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”). An audit of Record Street Brewing (“RSB”) is ongoing and expected to consummate not later than June 30, 2018. Therefore, a possibility exists that certain financial aspects could be subject to revision.

In the quarter ending March 31, 2018, the Company entered into a production relationship with BrewHub and launched the new Stylus lager in all formats as well as blonde and pale ales in cans along with the Company’s existing 1/6 and 1/2-barrel kegs and 12 oz bottles.

Going Concern

The Company’s unaudited interim consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has recurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The March 31, 2018 financial statements do not include any adjustments that might be necessary if UPD Holding Corp. is unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the nine-month period ended March 31, 2018, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017.

The preparation of the Company’s unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On January 1, 2018, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings.  The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.

See also Note 5.

Accounting Pronouncements Not Yet Effective

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods.  The Company is still evaluating any potential impact that adoption of ASU 2016-02 may have on our financial position, results of operations, or cash flows.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 2 – RELATED PARTY TRANSACTIONS

For the nine months ended March 31, 2018, the President has provided the Company rent at no charge. We believe that the offices are adequate to meet our current operational requirements. We do not own any real property.

On September 1, 2016, through unanimous approval by its Board, the Company opened an escrow to initiate a proposed funding arrangement for future capital demands. The related party portion of this escrow consists of a $15,000 convertible Note held by the Company’s President which matured March 1, 2017. As a result of this date expiring, the President extended the maturity of the note to August 1, 2018. The company analyzed the extension under ASC 470-50 and concluded that this modification was not considered to be substantial. If not repaid by maturity, the note is convertible into 1,200,000 common shares at $0.0125 per share. If share conversion is not elected, then interest will be due in the amount of $15,000.

On December 31, 2017 when the Company acquired Record Street Brewing (“RSB), the Company assumed a note from a related party, Terie Ogle in the amount of $10,000. This note is currently held at zero percent interest, does not have a term and is unsecured. Also, on December 31, 2017 upon the acquisition of Record Street by the Company, two unsecured liabilities, without a term, representing outstanding payables were assumed on behalf of “RSB” shareholders, Corletto and Ogle in the amounts of $34,980 and $28,661, respectively. During the quarter ending March 31, 2018, The Company borrowed an additional $3,240 from the former RSB owners.  The current amounts outstanding to Corletto and Ogle are $37,080 and $29,801, respectively.

On March 5, 2018, the Company’s President and a related party invested $25,000 into a one-year Convertible Promissory Note at 12% which is if not repaid by the maturity, will convert into 280,000 common shares at $0.10 per share. If share conversion is not elected, then interest will be due in the amount of $3,000.

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” and determined that the instrument does not qualify for derivative accounting.

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STOCKHOLDERS' EQUITY

9 Months Ended

Mar. 31, 2018

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 3 – STOCKHOLDERS’ EQUITY

Authorized Shares

At March 31, 2018, our authorized capital stock consists of 200,000,000 shares of Common Stock, par value of $.005, and 10,000,000 shares of Preferred Stock, par value $.01. The Company’s Board of Directors has the authority to divide the preferred stock shares into series and to fix the voting powers, designation, preference, and relative participating, option or other special rights, and the qualifications, limitations, or restrictions of the shares of any series so established.

Common Stock

At March 31, 2018 and June 30, 2017, there were 161,266,636 and 79,766,636 shares of Common Stock issued and outstanding, respectively.

At March 31, 2018, we had a total of 1,200,000 shares reserved for issuance pursuant to the 1,200,000 outstanding options. As of March 31, 2018, all outstanding warrants issued by the predecessor company have expired. See “Options and Warrants” below for additional information.

On September 22, 2017, the Company entered into a consulting agreement with Sage Intergroup, Inc. for services related to investor relations. As part of this agreement, the Company issues 1.5M shares of the Issuer’s common stock, $0.005 par value. The value of the shares is $37,500 which is amortized over the 12-month term of the agreement. The Company accounted for $19,583 in stock-based compensation and the unamortized stock compensation expense as of March 31, 2018 is $17,917.

Preferred Stock

The Company has not issued any shares of preferred stock as of March 31, 2018.

Options and Warrants

The Company did not issue any options or warrants during the nine months ended March 31, 2018.

As of March 16, 2015, the effective date of the Reverse Merger, the Company had 3,522,767 options outstanding pursuant to the predecessor company’s 1999 Equity Compensation Plan, of which 2,322,767 options have expired, leaving 1,200,000 options outstanding as of March 31, 2017. These remaining options have a life span to Q1 2019. 

In addition, as of the effective date of the Reverse Merger, the Company had 8,155,478 warrants outstanding issued by the predecessor company. Since the Reverse Merger, all 8,155,478 have expired and zero currently remain. 

Additional information about the predecessor company’s options and warrants and expense calculations can be found in that company’s financial statements contained in its Annual Report on Form 10-K filed with the SEC on October 14, 2014 and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017.

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ACQUISITION

9 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

ACQUISITION

NOTE 4 – ACQUISITION

On December 31, 2017 the Company completed its acquisition of RSB, a startup contract brewery based in Reno, NV. The aggregate purchase price for the transaction was $1,600,000 of equity equal to 80,000,000 shares of the Company’s common stock based on a closing stock price of $0.02 per share on December 29, 2017. The Company and RSB agreed to merge to increase the product portfolio of the Company. The Company gained control of RSB at the time of the acquisition through an exchange of 16,000 shares of the Company’s common stock per share outstanding of RSB. 100% of RSB’s voting equity was exchanged in the transaction. The transaction took place at the end of operations for the quarter and as such no revenue or earnings from RSB are included in the Consolidated Statements of Operations presented above. The Company accounted for the transaction in accordance with ASC 805, Business Combinations.

The total consideration given to the former members of RSB has been allocated to the assets acquired and liabilities assumed based on preliminary estimates of their estimated fair values as of the date of the acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of December 31, 2017. The preliminary measurements of fair value were based upon estimates of management and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects appraisals of tangible and intangible assets and working capital adjustments to be finalized during the first quarter of fiscal 2019. 

The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities of RSB assumed at the acquisition date:

Consideration:
Fair value of equity consideration paid	$	1,600,000
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:
Cash	$	17,121
Current Assets		22,000
Inventory		56,782
Furniture & Equipment		91,933
Leasehold Improvements		298,034
Identifiable intangible assets		1,243,462
Accounts payable		(187,833	)
Notes payable to related parties		(74,261	)
Other current liabilities		(360,000	)
Preliminary estimate of the fair value of assets acquired and liabilities assumed		1,107,238
Goodwill		492,762
Total purchase price	$	1,600,000

The fair value of the identifiable intangible assets was determined based on the following approaches:

Lease Purchase – The value attributed to RSB’s Lease Purchase option was determined by fair market values over the current tenure of the existing lease purchase which survives until December 31, 2018.

Rent Abatement – The value attributed to RSB’s Rent Abatement was determined by assessing the fair market value of the space over the course of 2018 which the current lease purchase agreement documents.

Licensing Agreement – The value of RSB’s Licensing Agreement with Young’s Market was determined by examining operating metrics of small breweries.

The fair value of the intangible assets is being amortized using the straight-line method to general and administrative expenses over their useful lives. In the course of management’s preliminary assessment of the intangible assets acquired it was estimated that the range of useful lives of intangible assets is 1-10 years. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. Goodwill of $492,762 arising from the acquisition consists of expected synergies as well as intangible assets that do not qualify for separate recognition. The goodwill acquired is expected to be deductible for income tax purposes.

The Company and RSB have been in the process of auditing RSB’s financial position as of December 31, 2017.  As such, adjustments have been made in the current quarter to the purchase price allocation first detailed in the December 31, 2017 10-Q.  Leasehold improvements of $298,034, inventory of $56,782, and an additional $97,938 in Accounts payable have been discovered during the course of the audit.  Furniture and Equipment was adjusted by ($22,000).  In addition, Notes payable to related parties has been adjusted by $620.  The cumulative effect on Goodwill from these adjustments was ($237,858).  It is possible further adjustments to the purchase price allocation are made in future quarters as the audit is ongoing.

Pro Forma Financial Information (unaudited):

The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2018 and 2017, assumes that the acquisition of RSB occurred as of July 1, 2016. The unaudited pro forma financial information combines historical results of UPD Holding Corp. and RSB. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017 or the results that may occur in the future:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net Sales	$	2,103		$	16,384		$	40,835		$	42,312
Net (loss) income		(173,924	)		(33,536	)		(667,697	)		(119,173	)
Net (loss) income attributable to UPD Holding Corp.		(47,214	)		(29,298	)		(363,046	)		(100,493	)
Basic and Diluted (loss) earnings per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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REVENUE RECOGNITION

9 Months Ended

Mar. 31, 2018

Revenue Recognition [Abstract]

REVENUE RECOGNITION

NOTE 5 – REVENUE RECOGNITION

Sales comprise the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities.  Sales are presented, net of excise taxes, discounts and fees.

The Company sells beer through distributors. 

Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs when the product arrives at distribution centers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. We consider customer purchase orders, which in some cases are governed by a master agreement, to be the contracts with a customer. For each contract related to the sale of beer, we consider the promise to transfer products, each of which is distinct, to be the identified performance obligation. The transaction price for each performance obligation is specifically identified within the contract with our customer and represents the fair standalone selling price. Discounts are recognized as a reduction to Sales at the time we recognize the revenue. We generally do not grant return privileges, except in limited and specific circumstances.

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NOTE RECEIVABLE

9 Months Ended

Mar. 31, 2018

Receivables [Abstract]

NOTE RECEIVABLE

NOTE 6 – NOTES RECEIVABLE

The following notes were executed between Record Street Brewing (“RSB”) and the Company during the second quarter of fiscal 2018, at the Index of Applicable Federal Rates (AFR) Rulings for each applicable month in question for the period of 12 months. As a result of the Company’s announcement on January 5, 2018, in a filed an 8-K with the Securities and Exchange Commission announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”), these notes were expensed as a result of said merger.

Date	Days		IRS | FedRate		Amount | Borrowed
10/1/2017		91		0.1270	$	15,000
10/5/2017		87		0.1270	$	5,000
10/17/2017		75		0.1270	$	10,000
10/23/2017		69		0.1270	$	5,495
11/7/2017		54		0.1380	$	35,000
11/28/2017		33		0.1380	$	82,500
12/1/2017		30		0.1520	$	16,569
12/11/2017		20		0.1520	$	7,500
12/22/2017		9		0.1520	$	5,000
12/28/2017		3		0.1520	$	17,000
					$	199,064

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CONVERTIBLE NOTES

9 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTE 7 – CONVERTIBLE NOTES

Through the third quarter ending March 31, 2018, the Company had entered into the following unsecured Convertible Promissory Notes, with effective interest rates ranging from 12% to 50%. Maturity dates ranging between August 31, 2018 and March 19, 2019, at a conversion share price at $0.10 per share with an effective conversion to 9,617,000 shares. Thus far, $447,500 has been invested during the period ended of March 31, 2018 in addition to the $50,000 invested during prior periods making the total $497,500 . Details are as follows:

Convertible Note Detail

Date	Last	First	Amount		Total w/Interest		Total Convertible		Original Maturity Date
9/2/2016	Shoenberger	Deacon	$	50,000.00	$	100,000.00		4000000	8/1/2018
9/21/2017	Nonte	Paul	$	100,000.00	$	112,000.00		1120000	9/20/2018
10/10/2017	Wells	Richard	$	10,000.00	$	11,200.00		112000	10/9/2018
11/1/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	10/31/2018
11/3/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/2/2018
11/13/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	11/12/2018
11/16/2017	Heefner	Thomas	$	5,000.00	$	5,600.00		56000	11/15/2018
11/17/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/16/2018
12/21/2017	Heefner	Thomas	$	15,000.00	$	16,800.00		168000	12/20/2018
12/22/2017	Richardson	Huxley	$	20,000.00	$	22,400.00		224000	12/21/2018
12/28/2017	Heefner	Thomas	$	20,000.00	$	22,400.00		224000	12/27/2018
1/3/2018	Heefner	Thomas	$	7,500.00	$	8,400.00		84000	1/2/2019
1/8/2018	Orten	Gary	$	5,000.00	$	5,600.00		56000	1/7/2019
1/11/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/10/2019
1/22/2018	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	1/21/2019
1/29/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/28/2019
2/9/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/8/2019
2/12/2018	Leslie	Mark	$	5,000.00	$	5,600.00		56000	2/11/2019
2/15/2018	Berkley	Richard	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Goldstein	Raymond	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/14/2019
3/13/2018	Shoenberger	Deacon	$	25,000.00	$	84,000.00		840000	3/12/2019
3/20/2018	Mollberg	Melvin	$	5,000.00	$	5,600.00		56000	3/19/2019
Grand Total			$	497,500				9,617,000

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and   Hedging” and determined that the instruments do not qualify for derivative accounting.

The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The conversion price is out-of-money on the issuance date of the note, thus there is no value to the beneficial conversion feature.

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NOTE PAYABLE

9 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

NOTE PAYABLE

NOTE 8 – NOTE PAYABLE

On December 31, 2017 when the Company acquired Record Street Brewing (“RSB), the Company assumed a note from Jason Klore in the amount of $10,000. This note is currently held at zero percent interest, does not have a term and is unsecured. Also, on December 31, 2107 upon the acquisition of Record Street by the Company, three additional unsecured liabilities were assumed. The first was executed on October 1, 2017 to Ian Maddan in the amount of $100,000, fixed at 12% interest for one (1) year. The second was executed on October 1, 2017 to Mike Maddan in the amount of $150,000, fixed at 12% interest for one (1) year. The third was executed on October 1, 2017 to Mike & Linda Maddan in the amount of $100,000, fixed at 18% interest for one (1) year.

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SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS 

During April and May 2018, the Company entered nine (9) Convertible Promissory Notes with investors totaling a principal sum of $155,000. The effective interest rate is 12% for all notes with the exception of one which is 33.3% with various maturity dates out as far as May 9, 2019, at a conversion share price at $0.10 per share with an effective conversion to 1,896,000 shares.

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BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN (Policies)

9 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business, Operations and Organization

Business, Operations and Organization

Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (“IMET”) a Nevada Corporation are hereinafter collectively referred to as the “Company.

On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Company’s common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $89,615, of which $85,378 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company.

For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the “Reverse Merger.” The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods.

On December 30, 2015, the Company filed Articles of Merger (the “Merger”) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the “Subsidiary”). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. “UPD” stands for United Product Development.

On January 8, 2018, the Company filed an 8-K with the Securities and Exchange Commission on announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”). An audit of Record Street Brewing (“RSB”) is ongoing and expected to consummate not later than June 30, 2018. Therefore, a possibility exists that certain financial aspects could be subject to revision.

In the quarter ending March 31, 2018, the Company entered into a production relationship with BrewHub and launched the new Stylus lager in all formats as well as blonde and pale ales in cans along with the Company’s existing 1/6 and 1/2-barrel kegs and 12 oz bottles.

Going Concern

Going Concern

The Company’s unaudited interim consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has recurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The March 31, 2018 financial statements do not include any adjustments that might be necessary if UPD Holding Corp. is unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

Unaudited Interim Financial Statements

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the nine-month period ended March 31, 2018, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission on October 13, 2017.

The preparation of the Company’s unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On January 1, 2018, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis.

See also Note 5.

Accounting Pronouncements Not Yet Effective

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is still evaluating any potential impact that adoption of ASU 2016-02 may have on our financial position, results of operations, or cash flows. 

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ACQUISITION (Tables)

9 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Schedule of estimated fair values of the assets acquired and liabilities

The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities of RSB assumed at the acquisition date:

Consideration:
Fair value of equity consideration paid	$	1,600,000
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:
Cash	$	17,121
Current Assets		22,000
Inventory		56,782
Furniture & Equipment		91,933
Leasehold Improvements		298,034
Identifiable intangible assets		1,243,462
Accounts payable		(187,833	)
Notes payable to related parties		(74,261	)
Other current liabilities		(360,000	)
Preliminary estimate of the fair value of assets acquired and liabilities assumed		1,107,238
Goodwill		492,762
Total purchase price	$	1,600,000

Schedule of unaudited Pro Forma Financial Information

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017 or the results that may occur in the future:

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net Sales	$	2,103		$	16,384		$	40,835		$	42,312
Net (loss) income		(173,924	)		(33,536	)		(667,697	)		(119,173	)
Net (loss) income attributable to UPD Holding Corp.		(47,214	)		(29,298	)		(363,046	)		(100,493	)
Basic and Diluted (loss) earnings per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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NOTES RECEIVABLE (Tables)

9 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Schedule of notes receivable

The following notes were executed between Record Street Brewing (“RSB”) and the Company during the second quarter of fiscal 2018, at the Index of Applicable Federal Rates (AFR) Rulings for each applicable month in question for the period of 12 months. As a result of the Company’s announcement on January 5, 2018, in a filed an 8-K with the Securities and Exchange Commission announcing the closing of its Agreement of Exchange and Plan of Reorganization dated December 31, 2017 between UPD Holding Corp. and Record Street Brewing (“RSB”), these notes were expensed as a result of said merger.

Date	Days		IRS | FedRate		Amount | Borrowed
10/1/2017		91		0.1270	$	15,000
10/5/2017		87		0.1270	$	5,000
10/17/2017		75		0.1270	$	10,000
10/23/2017		69		0.1270	$	5,495
11/7/2017		54		0.1380	$	35,000
11/28/2017		33		0.1380	$	82,500
12/1/2017		30		0.1520	$	16,569
12/11/2017		20		0.1520	$	7,500
12/22/2017		9		0.1520	$	5,000
12/28/2017		3		0.1520	$	17,000
					$	199,064

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CONVERTIBLE NOTES (Tables)

9 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of convertible notes

Convertible Note Detail

Date	Last	First	Amount		Total w/Interest		Total Convertible		Original Maturity Date
9/2/2016	Shoenberger	Deacon	$	50,000.00	$	100,000.00		4000000	8/1/2018
9/21/2017	Nonte	Paul	$	100,000.00	$	112,000.00		1120000	9/20/2018
10/10/2017	Wells	Richard	$	10,000.00	$	11,200.00		112000	10/9/2018
11/1/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	10/31/2018
11/3/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/2/2018
11/13/2017	Wells	Richard	$	75,000.00	$	86,250.00		862500	11/12/2018
11/16/2017	Heefner	Thomas	$	5,000.00	$	5,600.00		56000	11/15/2018
11/17/2017	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	11/16/2018
12/21/2017	Heefner	Thomas	$	15,000.00	$	16,800.00		168000	12/20/2018
12/22/2017	Richardson	Huxley	$	20,000.00	$	22,400.00		224000	12/21/2018
12/28/2017	Heefner	Thomas	$	20,000.00	$	22,400.00		224000	12/27/2018
1/3/2018	Heefner	Thomas	$	7,500.00	$	8,400.00		84000	1/2/2019
1/8/2018	Orten	Gary	$	5,000.00	$	5,600.00		56000	1/7/2019
1/11/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/10/2019
1/22/2018	Richardson	Huxley	$	10,000.00	$	11,200.00		112000	1/21/2019
1/29/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	1/28/2019
2/9/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/8/2019
2/12/2018	Leslie	Mark	$	5,000.00	$	5,600.00		56000	2/11/2019
2/15/2018	Berkley	Richard	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Goldstein	Raymond	$	5,000.00	$	5,600.00		56000	2/14/2019
2/15/2018	Heefner	Thomas	$	10,000.00	$	11,200.00		112000	2/14/2019
3/13/2018	Shoenberger	Deacon	$	25,000.00	$	84,000.00		840000	3/12/2019
3/20/2018	Mollberg	Melvin	$	5,000.00	$	5,600.00		56000	3/19/2019
Grand Total			$	497,500				9,617,000

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BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN (Details Narrative)	Mar. 16, 2015 USD ($) shares	Mar. 31, 2018 USD ($) shares	Jun. 30, 2017 USD ($) shares	Mar. 31, 2017 USD ($)	Jun. 30, 2016 USD ($)
Common stock, outstanding | shares		161,266,636	79,766,636
Cash		$ 88,581	$ 65,308	$ 66,037	$ 1,619
Predecessor [Member]
Common stock, outstanding | shares	18,566,636
Net assets	$ 89,615
Cash	85,378
Non-cash assets	$ 4,237
iMetabolic Corp ("IMET") [Member]
Number of shareholders	16
Number of shares issued | shares	60,000,000
Percentage of common stock issued	76.20%
Common stock, outstanding | shares	10,000,000
Net liabilities	$ 20,500

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RELATED PARTY TRANSACTIONS (Details Narrative)			3 Months Ended	9 Months Ended
	Mar. 05, 2018 USD ($) Number $ / shares	Sep. 01, 2016 USD ($) Number $ / shares	Mar. 31, 2018 USD ($) $ / shares	Mar. 31, 2018 USD ($) $ / shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Related Party Transaction [Line Items]
Debt face amount			$ 497,500	$ 497,500
Amount Invested				$ 25,000	$ 15,000
Convertible Note [Member]
Related Party Transaction [Line Items]
Debt conversion price (in dollars per share) | $ / shares			$ 0.10	$ 0.10
Convertible Note [Member] | Record Street Brewing Co. [Member]
Related Party Transaction [Line Items]
Additional Borrowing						$ 3,240
Mr. Mark W. Conte [Member] | Convertible Note [Member]
Related Party Transaction [Line Items]
Debt face amount		$ 15,000
Previous maturity date		Mar. 01, 2017
Debt maturity date		Aug. 01, 2018
Number of common shares issued upon debt conversion | Number		1,200,000
Debt conversion price (in dollars per share) | $ / shares		$ 0.01250
Interest payable		$ 15,000
Corletto [Member] | Convertible Note [Member] | Record Street Brewing Co. [Member]
Related Party Transaction [Line Items]
Unsecured liabilities						34,980
Debt outstanding			$ 37,080
Mr. Terie Ogle [Member] | Convertible Note [Member] | Record Street Brewing Co. [Member]
Related Party Transaction [Line Items]
Debt face amount						10,000
Unsecured liabilities						$ 28,661
Debt outstanding			$ 29,801
Mr. Mark W. Conte And Related Party [Member] | Convertible Note [Member]
Related Party Transaction [Line Items]
Number of common shares issued upon debt conversion | Number	280,000
Debt conversion price (in dollars per share) | $ / shares	$ 0.10
Debt rate of interest	12.00%
Amount Invested	$ 25,000
Instrument term	one-year
Interest payable	$ 3,000

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)		9 Months Ended
	Sep. 22, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017	Mar. 16, 2015
Subsidiary or Equity Method Investee [Line Items]
Common stock, authorized		200,000,000		200,000,000
Common stock, par value (in dollars per shares)		$ 0.005		$ 0.005
Preferred stock, authorized		10,000,000		10,000,000
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01
Common stock issued		161,266,636		79,766,636
Common stock outstanding		161,266,636		79,766,636
Number of common stock reserved for issuance		1,200,000
Stock - based compensation		$ 19,583
Unamortized expense		$ 17,917
Warrant expiration term		Q1 2019
Number of warrants issued		8,155,478
Number of warrants expired		8,155,478
Consulting Agreement [Member] | Sage Intergroup, Inc. [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of shares issued	1,500,000
Value of shares issued	$ 37,500
Share price (in dollars per share)	$ 0.005
1999 Equity Compensation Plan [Member]
Subsidiary or Equity Method Investee [Line Items]
Outstanding options			1,200,000		3,522,767
Number of options expired		2,322,767

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ACQUISITION (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Jun. 30, 2017
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:
Goodwill	$ 492,762
Record Street Brewing Co. [Member]
Consideration:
Fair value of equity consideration paid		$ 1,600,000
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value:
Cash		17,121
Current Assets		22,000
Inventory		56,782
Furniture & Equipment		91,933
Leasehold Improvements		298,034
Identifiable intangible assets		1,243,462
Accounts payable		(187,833)
Notes payable to related parties		(74,261)
Other current liabilities		(360,000)
Preliminary estimate of the fair value of assets acquired and liabilities assumed		1,107,238
Goodwill		492,762
Total purchase price		$ 1,600,000

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ACQUISITION (Details 1) - Record Street Brewing Co. [Member] - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Net Sales	$ 2,103	$ 16,384	$ 40,835	$ 42,312
Net (loss) income	(173,924)	(33,536)	(667,697)	(119,173)
Net (loss) income attributable to UPD Holding Corp.	$ (47,214)	$ (29,298)	$ (363,046)	$ (100,493)
Basic and Diluted (loss) earnings per share (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

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ACQUISITION (Details Narrative) - USD ($)	Dec. 31, 2017	Mar. 31, 2018	Jun. 30, 2017
Goodwill		$ 492,762
Record Street Brewing Co. [Member]
Aggregate purchase price	$ 1,600,000
Number of shares issued	80,000,000
Closing price per share	$ 0.02
Goodwill	$ 492,762
Gained outstanding shares	16,000
Percentage of voting interests	100.00%
Leasehold Improvements	$ 298,034
Inventory	56,782
Additional accounts payable	97,938
Adjusted furniture and Equipment	(22,000)
Notes payable to related parties	620
Cumulative effect on goodwill	$ (237,858)
Record Street Brewing Co. [Member] | Minimum [Member]
Intangible asset, useful life	1 year
Record Street Brewing Co. [Member] | Maximum [Member]
Intangible asset, useful life	10 years

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NOTES RECEIVABLE (Details)	9 Months Ended
	Mar. 31, 2018 USD ($) Number
Amount Borrowed	$ 199,064
Record Street Brewing Co. [Member] | Notes Receivable 1 [Member]
Date	Oct. 01, 2017
Days | Number	91
IRS Fed rate	12.70%
Amount Borrowed	$ 15,000
Record Street Brewing Co. [Member] | Notes Receivable 2 [Member]
Date	Oct. 05, 2017
Days | Number	87
IRS Fed rate	12.70%
Amount Borrowed	$ 5,000
Record Street Brewing Co. [Member] | Notes Receivable 3 [Member]
Date	Oct. 17, 2017
Days | Number	75
IRS Fed rate	12.70%
Amount Borrowed	$ 10,000
Record Street Brewing Co. [Member] | Notes Receivable 4 [Member]
Date	Oct. 23, 2017
Days | Number	69
IRS Fed rate	12.70%
Amount Borrowed	$ 5,495
Record Street Brewing Co. [Member] | Notes Receivable 5 [Member]
Date	Nov. 07, 2017
Days | Number	54
IRS Fed rate	13.80%
Amount Borrowed	$ 35,000
Record Street Brewing Co. [Member] | Notes Receivable 6 [Member]
Date	Nov. 28, 2017
Days | Number	33
IRS Fed rate	13.80%
Amount Borrowed	$ 82,500
Record Street Brewing Co. [Member] | Notes Receivable 7 [Member]
Date	Dec. 01, 2017
Days | Number	30
IRS Fed rate	15.20%
Amount Borrowed	$ 16,569
Record Street Brewing Co. [Member] | Notes Receivable 8 [Member]
Date	Dec. 11, 2017
Days | Number	20
IRS Fed rate	15.20%
Amount Borrowed	$ 7,500
Record Street Brewing Co. [Member] | Notes Receivable 9 [Member]
Date	Dec. 22, 2017
Days | Number	9
IRS Fed rate	15.20%
Amount Borrowed	$ 5,000
Record Street Brewing Co. [Member] | Notes Receivable 10 [Member]
Date	Dec. 28, 2017
Days | Number	3
IRS Fed rate	15.20%
Amount Borrowed	$ 17,000

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CONVERTIBLE NOTES (Details)	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Convertible Note Amount	$ 497,500
Total Convertible | shares	9,617,000
Convertible Note Due August 1, 2018 [Member] | Mr. Deacon Shoenberger [Member]
Date	Sep. 02, 2016
Convertible Note Amount	$ 50,000
Total with Interest	$ 100,000
Total Convertible | shares	4,000,000
Maturity Date	Aug. 01, 2018
Convertible Note Due September 20, 2018 [Member] | Mr. Paul Nonte [Member]
Date	Sep. 21, 2017
Convertible Note Amount	$ 100,000
Total with Interest	$ 112,000
Total Convertible | shares	1,120,000
Maturity Date	Sep. 20, 2018
Convertible Note Due October 9, 2018 [Member] | Mr. Richard Wells [Member]
Date	Oct. 10, 2017
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Oct. 09, 2018
Convertible Note due October 31, 2018 [Member] | Mr. Richard Wells [Member]
Date	Nov. 01, 2017
Convertible Note Amount	$ 75,000
Total with Interest	$ 86,250
Total Convertible | shares	862,500
Maturity Date	Oct. 31, 2018
Convertible Note Due November 2, 2018 [Member] | Mr. Huxley Richardson [Member]
Date	Nov. 03, 2017
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Nov. 02, 2018
Convertible Note Due November 12, 2018 [Member] | Mr. Richard Wells [Member]
Date	Nov. 13, 2017
Convertible Note Amount	$ 75,000
Total with Interest	$ 86,250
Total Convertible | shares	862,500
Maturity Date	Nov. 12, 2018
Convertible Note Due November 15, 2018 [Member] | Mr. Thomas Heefner [Member]
Date	Nov. 16, 2017
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Nov. 15, 2018
Convertible Note Due November 16, 2018 [Member] | Mr. Huxley Richardson [Member]
Date	Nov. 17, 2017
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Nov. 16, 2018
Convertible Note Due December 20, 2018 [Member] | Mr. Thomas Heefner [Member]
Date	Dec. 21, 2017
Convertible Note Amount	$ 15,000
Total with Interest	$ 16,800
Total Convertible | shares	168,000
Maturity Date	Dec. 20, 2018
Convertible Note Due December 21, 2018 [Member] | Mr. Huxley Richardson [Member]
Date	Dec. 22, 2017
Convertible Note Amount	$ 20,000
Total with Interest	$ 22,400
Total Convertible | shares	224,000
Maturity Date	Dec. 21, 2018
Convertible Note Due December 27, 2018 [Member] | Mr. Thomas Heefner [Member]
Date	Dec. 28, 2017
Convertible Note Amount	$ 20,000
Total with Interest	$ 22,400
Total Convertible | shares	224,000
Maturity Date	Dec. 27, 2018
Convertible Note Due January 2, 2019 [Member] | Mr. Thomas Heefner [Member]
Date	Jan. 03, 2018
Convertible Note Amount	$ 7,500
Total with Interest	$ 8,400
Total Convertible | shares	84,000
Maturity Date	Jan. 02, 2019
Convertible Note Due January 7, 2019 [Member] | Mr. Gary Orten [Member]
Date	Jan. 08, 2018
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Jan. 07, 2019
Convertible Note Due January 10, 2019 [Member] | Mr. Thomas Heefner [Member]
Date	Jan. 11, 2018
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Jan. 10, 2019
Convertible Note Due January 21, 2019 [Member] | Mr. Huxley Richardson [Member]
Date	Jan. 22, 2018
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Jan. 21, 2019
Convertible Note Due January 28, 2019 [Member] | Mr. Thomas Heefner [Member]
Date	Jan. 29, 2018
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Jan. 28, 2019
Convertible Note Due February 8, 2019 [Member] | Mr. Thomas Heefner [Member]
Date	Feb. 09, 2018
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Feb. 08, 2019
Convertible Note Due February 11, 2019 [Member] | Mr. Mark Leslie [Member]
Date	Feb. 12, 2018
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Feb. 11, 2019
Convertible Note Due February 14, 2019 [Member] | Mr. Thomas Heefner [Member]
Date	Feb. 15, 2018
Convertible Note Amount	$ 10,000
Total with Interest	$ 11,200
Total Convertible | shares	112,000
Maturity Date	Feb. 14, 2019
Convertible Note Due February 14, 2019 [Member] | Mr. Richard Berkley [Member]
Date	Feb. 15, 2018
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Feb. 14, 2019
Convertible Note Due February 14, 2019 [Member] | Mr. Raymond Goldstein [Member]
Date	Feb. 15, 2018
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Feb. 14, 2019
Convertible Note Due March 12, 2019 [Member] | Mr. Deacon Shoenberger [Member]
Date	Mar. 13, 2018
Convertible Note Amount	$ 25,000
Total with Interest	$ 84,000
Total Convertible | shares	840,000
Maturity Date	Mar. 12, 2019
Convertible Note Due March 19, 2019 [Member] | Mr. Melvin Mollberg [Member]
Date	Mar. 20, 2018
Convertible Note Amount	$ 5,000
Total with Interest	$ 5,600
Total Convertible | shares	56,000
Maturity Date	Mar. 19, 2019

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CONVERTIBLE NOTE (Details Narrative)	3 Months Ended
	Mar. 31, 2018 USD ($) $ / shares shares
Short-term Debt [Line Items]
Number of common shares issued upon debt conversion	9,617,000
Convertible Note Amount | $	$ 497,500
Convertible Note [Member]
Short-term Debt [Line Items]
Number of common shares issued upon debt conversion	9,617,000
Debt conversion price (in dollars per share) | $ / shares	$ 0.10
Convertible Note [Member] | Minimum [Member]
Short-term Debt [Line Items]
Debt effective rate	12.00%
Debt maturity date	Aug. 31, 2018
Convertible Note [Member] | Maximum [Member]
Short-term Debt [Line Items]
Debt effective rate	50.00%
Debt maturity date	Mar. 19, 2019

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NOTE PAYABLE (Details Narrative) - USD ($)	Oct. 01, 2017	Mar. 31, 2018	Dec. 31, 2017
Debt face amount		$ 497,500
Convertible Note [Member] | Record Street Brewing Co. [Member] | Mr. Jason Klore [Member]
Debt face amount			$ 10,000
12% Promissory Note [Member] | Record Street Brewing Co. [Member] | Mr. Ian Maddan [Member]
Unsecured liabilities	$ 100,000
Debt expiration term	1 year
12% Promissory Note [Member] | Record Street Brewing Co. [Member] | Mr. Mike Maddan [Member]
Unsecured liabilities	$ 150,000
Debt expiration term	1 year
18% Convertible Note [Member] | Record Street Brewing Co. [Member] | Mr. Mike & Linda Maddan [Member]
Unsecured liabilities	$ 100,000
Debt expiration term	1 year

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SUBSEQUENT EVENTS (Details Narrative)

2 Months Ended

May 31, 2018

USD ($)

Number

$ / shares

shares

Mar. 31, 2018

USD ($)

Debt face amount

$ 497,500

Subsequent Event [Member] | Investor [Member] | 12% Nine Convertible Note [Member]

Number of convertible promissory note | Number

9

Debt face amount

$ 155,000

Interest rate terms

The effective interest rate is 12% for all notes with the exception of one which is 33.3%

Description of maturity dates

Various maturity dates out as far as May 9, 2019

Number of common shares issued upon debt conversion | shares

1,896,000

Debt conversion price (in dollars per share) | $ / shares

$ 0.10