Common and Preferred Stock | 9 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
Common and Preferred Stock | 12. COMMON AND PREFERRED STOCK |
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In July, August and September 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500. |
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On August 3, 2014, the Company issued 99,457 shares of common stock for the conversion of a 10% Convertible Promissory Note, plus accrued interest and additional interest as an incentive consideration, valued at $89,511. |
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In October, November and December 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500. |
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On October 1, 2014, the Company issued 44,000 shares of common stock for consulting services valued at $22,000. |
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On October 22, 2014, the Company issued 33,557 shares of common stock for the conversion of a 10% Convertible Promissory Note and accrued interest valued at $30,202. |
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On December 30, 2014, the Company issued 15,000 shares of common stock for consulting services valued at $7,500. |
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On December 30, 2014, the Company issued an aggregate of 600,000 shares of common stock for compensation to two officers of the Company valued at $300,000. |
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In January, February and March 2015 the Company issued an aggregate of 3,000 shares of common stock for compensation to an officer of the Company valued at $1,500. |
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As of June 30, 2014: |
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The Company issued 20,000 shares of common stock for legal services valued at $1.00 per share. |
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The Company issued an aggregate of 222,000 shares of common stock as officer compensation valued at $144,000. |
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The Company issued an aggregate of 294,939 shares of common stock for were issued for the conversion of 10% Convertible Promissory Notes and accrued interest valued at $294,921. |
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The Company issued an aggregate of 68,333 shares of common stock in consideration of notes payable valued at $136,667. |
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The Company issued 32,500 shares of common stock as additional consideration to note holders. |
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The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067. |
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The Company issued 10,000 shares of common stock for interest valued at $20,000. |
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The Company issued 4,485 shares of common stock for the exercise of cashless warrants. |
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RBMS Equity |
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RBMS equity consists of 84,563 Series B Common Units and 8,861 warrants to purchase B Common Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units. In August 2014, certain stockholders of RBMS exercised a warrant for a cashless exercise of 16,075 Series B Common Units valued at $160,750. |
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Stock Option Plan |
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On July 6, 2011, the Company’s stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years. As of March 31, 2015 and June 30, 2014 no options were granted under the Plan. |
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Preferred Stock |
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The Company has 5,000,000 shares of Preferred Stock authorized, which has no designation. |
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On June 10, 2011, the Board of Directors designated 500 shares of Class A 12% Preferred stock (Series A), stated value of $1,000, per share. Each share is convertible at any time from and after the issue date into shares of common stock determined by dividing the stated value of the shares of Series A by the conversion price of $.10, as defined. Holders of the Series A are entitled to receive cumulative dividends at 12%, per annum, payable quarterly, subject to periodic increases, as defined, and a late fee of 18%, per annum. The Series A have certain anti-dilution rights, as defined. In addition, upon the occurrence of any triggering event, as defined, the holder of the Series A shall have the right to: (A) require the Company to redeem all of the Series A held by the holder for a redemption price, in cash, equal to the an amount as defined, or (B) redeem all of the Series A held by the holder for a redemption price, in shares of common stock of the Company, equal to a number of shares equal to the redemption amount, as defined. Upon liquidation of the Company, the Series A holders are entitled to receive an amount equal to the stated value, plus accrued and unpaid dividends. The Series A have no voting rights. |
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On June 10, 2011, the Company entered into a Securities Purchase Agreement to sell up to an aggregate of 500 shares of Preferred Stock with an aggregate value of $500,000. |
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As of June 30, 2011 the Company sold 190 Series A shares with 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of March 31, 2015 and June 30, 2014, none of the warrants have been exercised. |
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The fair value of the 95,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $1.90, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%. |
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Since the Series A embodies an obligation to repurchase the issuer’s equity shares in response to a triggering event, as defined, the Company classified the Series A Preferred Stock as a liability in accordance with guidance under ASC 480-10-65. |
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As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and fees, have been converted to an aggregate of 403,039 shares of the Company’s common stock. |
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Warrants |
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As of March 31, 2015, the Company has the following warrants outstanding. |
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| | Warrants Issued | | | Exercise Price | | | Term | |
Series A warrants | | | 95,000 | | | $ | 0.9 | | | | 5 years | |
10% Convertible Promissory Notes Payable | | | 889,893 | | | $ | 0.9 | | | | 5 years | |
Officers and Affiliates | | | 128,000 | | | $ | 0.9 | | | | 5 years | |
Investment Banker Fees | | | 17,730 | | | $ | 0.9 | | | | 5 years | |
Total | | | 1,130,623 | | | | | | | | | |