Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Sep. 25, 2015 | Dec. 31, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | Atrinsic, Inc. | ||
Entity Central Index Key | 1,022,899 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | ATRN | ||
Entity Common Stock, Shares Outstanding | 400,000,000 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Public Float | $ 800,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - Class of Stock [Domain] - Scenario, Unspecified [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets | ||
Cash | $ 62 | $ 101 |
Prepaid expenses | 70 | 144 |
Total current assets | 132 | 245 |
Property and equipment (net of accumulated depreciation of $1 and $0, respectively) | 1 | 1 |
Total assets | 133 | 246 |
Current liabilities | ||
Accounts payable and accrued expenses | 168 | 138 |
Accrued interest expense - stockholders | 21 | 3 |
Total current liabilities | 189 | 141 |
Long-term notes payable - due to stockholders | 515 | 175 |
Total liabilities | $ 704 | $ 316 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders' deficit: | ||
Series A convertible preferred stock, $0.000001 par value, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at June 30, 2015 and 2014; (Liquidation preference 20,700,000 as of June 30, 2015) | $ 5 | $ 5 |
Common stock, $.000001 par value, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at June 30, 2015 and 2014 | 0 | 0 |
Additional paid-in capital | 1,053 | 1,053 |
Accumulated deficit | (1,555) | (1,079) |
Shareholders' deficit attributed to Atrinsic, Inc. | (497) | (21) |
Non-controlling interest | (74) | (49) |
Total shareholders' deficit | (571) | (70) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 133 | $ 246 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - Class of Stock [Domain] - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Property and Equipment, Accumulated Depreciation | $ 1,000 | $ 0 |
Series A convertible preferred stock, Par or Stated Value Per Share (in dollars per share) | $ 0.000001 | $ 0.000001 |
Series A convertible preferred stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Series A convertible preferred stock, Shares Issued | 4,600,000,000 | 4,600,000,000 |
Series A convertible preferred stock, Shares Outstanding | 4,600,000,000 | 4,600,000,000 |
Series A convertible preferred stock, Liquidation Preference, Value | $ 20,700,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common Stock, Shares Authorized | 100,000,000,000 | 100,000,000,000 |
Common Stock, Shares, Issued | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 400,000,000 | 400,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - Class of Stock [Domain] - USD ($) $ in Thousands | Jul. 11, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Operating expenses | |||
General and administrative | $ 491 | $ 975 | |
Total operating expenses | 491 | 975 | |
Loss from operations | (491) | (975) | |
Other income (expenses) | |||
Other income | 8 | 59 | |
Other expenses | 0 | (5) | |
Interest expenses - stockholders | (18) | (3) | |
Total other income (expenses) | (10) | 51 | |
Net loss before reorganization items | (501) | (924) | |
Reorganization items | |||
Gain on reorganization, net | 0 | 0 | |
Legal and professional fees | 0 | (204) | |
Total reorganization items | 0 | (204) | |
Net (loss) income | (501) | (1,128) | |
Less: net loss attributable to non-controlling interest | (25) | (49) | |
Net (loss) income attributable to Atrinsic | $ (476) | $ (1,079) | |
Net (loss) income per share attributable to Atrinsic common shareholders | |||
Basic and diluted (in dollars per share) | $ 0 | $ 0 | |
Weighted average shares outstanding: | |||
Basic and diluted (in shares) | 400,000,000 | 400,000,000 | |
Predecessor [Member] | |||
Operating expenses | |||
General and administrative | $ 0 | ||
Total operating expenses | 0 | ||
Loss from operations | 0 | ||
Other income (expenses) | |||
Other income | 0 | ||
Other expenses | 0 | ||
Interest expenses - stockholders | 0 | ||
Total other income (expenses) | 0 | ||
Net loss before reorganization items | 0 | ||
Reorganization items | |||
Gain on reorganization, net | 778 | ||
Legal and professional fees | 0 | ||
Total reorganization items | 778 | ||
Net (loss) income | 778 | ||
Less: net loss attributable to non-controlling interest | 0 | $ (49) | |
Net (loss) income attributable to Atrinsic | $ 778 | $ (1,079) | |
Net (loss) income per share attributable to Atrinsic common shareholders | |||
Basic and diluted (in dollars per share) | $ 0.01 | ||
Weighted average shares outstanding: | |||
Basic and diluted (in shares) | 100,000,000 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Convertible Preferred Stock [Member] |
Balance (Predecessor [Member]) at Jun. 30, 2013 | $ 178,300 | $ 1,000 | $ 182,281 | $ 0 | $ (4,981) | $ 0 | $ 0 |
Balance (in shares) (Predecessor [Member]) at Jun. 30, 2013 | 100,000,000 | 681,509 | 0 | ||||
Cancellation of predecessor company common stock | Predecessor [Member] | (1,000) | $ (1,000) | 0 | 0 | $ 0 | 0 | $ 0 |
Cancellation of predecessor company common stock (in shares) | Predecessor [Member] | (100,000,000) | 0 | 0 | ||||
Elimination of predecessor company capital in excess of par | Predecessor [Member] | (182,281) | $ 0 | (182,281) | 0 | $ 0 | 0 | $ 0 |
Elimination of predecessor company accumulated deficit | Predecessor [Member] | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Elimination of predecessor company treasury stock | Predecessor [Member] | 4,981 | $ 0 | 0 | 0 | $ 4,981 | 0 | $ 0 |
Elimination of predecessor company treasury stock (in shares) | Predecessor [Member] | 0 | (681,509) | 0 | ||||
Issuance of predecessor company convertible preferred stock | Predecessor [Member] | 5 | $ 0 | 0 | 0 | $ 0 | 0 | $ 5 |
Issuance of predecessor company convertible preferred stock (in shares) | Predecessor [Member] | 0 | 0 | 4,600,000,000 | ||||
Issuance of predecessor company common stock | Predecessor [Member] | 0 | $ 0 | 0 | 0 | $ 0 | 0 | $ 0 |
Issuance of predecessor company common stock (in shares) | Predecessor [Member] | 400,000,000 | 0 | 0 | ||||
Gain from reorganization | Predecessor [Member] | 778 | $ 0 | 0 | 778 | $ 0 | 0 | $ 0 |
Elimination of predecessor company accumulated deficit | Predecessor [Member] | 0 | 0 | 778 | (778) | 0 | 0 | 0 |
Net loss attributable to non-controlling interest | Predecessor [Member] | 0 | ||||||
Net loss attributable to Atrinsic | Predecessor [Member] | 778 | ||||||
Balance (Predecessor [Member]) at Jul. 11, 2013 | 783 | $ 0 | 778 | 0 | $ 0 | 0 | $ 5 |
Balance (in shares) (Predecessor [Member]) at Jul. 11, 2013 | 400,000,000 | 0 | 4,600,000,000 | ||||
Gain from reorganization | 0 | ||||||
Net loss attributable to non-controlling interest | Predecessor [Member] | (49) | $ 0 | 0 | 0 | $ 0 | (49) | $ 0 |
Net loss attributable to non-controlling interest | (49) | ||||||
Net loss attributable to Atrinsic | Predecessor [Member] | (1,079) | 0 | 0 | (1,079) | 0 | 0 | 0 |
Net loss attributable to Atrinsic | (1,079) | ||||||
Stock-based compensation | Predecessor [Member] | 275 | 0 | 275 | 0 | 0 | 0 | 0 |
Balance at Jun. 30, 2014 | (70) | $ 0 | 1,053 | (1,079) | $ 0 | (49) | $ 5 |
Balance (in shares) at Jun. 30, 2014 | 400,000,000 | 0 | 4,600,000,000 | ||||
Gain from reorganization | 0 | ||||||
Net loss attributable to non-controlling interest | (25) | $ 0 | 0 | 0 | (25) | $ 0 | |
Net loss attributable to Atrinsic | (476) | 0 | 0 | (476) | 0 | 0 | |
Balance at Jun. 30, 2015 | $ (571) | $ 0 | $ 1,053 | $ (1,555) | $ 0 | $ (74) | $ 5 |
Balance (in shares) at Jun. 30, 2015 | 400,000,000 | 0 | 4,600,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | Jul. 11, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Cash flows from operating activities | |||
Net (loss) income attributable to Atrinsic | $ (476) | $ (1,079) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Net loss attributable to non-controlling interest in subsidiary | (25) | (49) | |
Non-cash reorganization items | 0 | 0 | |
Depreciation expenses | 1 | 0 | |
Stock-based compensation | 0 | 275 | |
Accrued interest on notes payable | 18 | 3 | |
Changes in operating assets and liabilities of business, net of acquisitions: | |||
Prepaid expenses | 74 | 93 | |
Accounts payable, excluding reorganization items | 30 | (33) | |
Net cash used in operating activities | (378) | (790) | |
Cash flows from investing activities | |||
Purchase of property and equipment | (1) | (1) | |
Net cash used in investing activities | (1) | (1) | |
Cash flows from financing activities | |||
Proceeds from issuance of notes payable due to stockholders | 340 | 175 | |
Net cash provided by financing activities | 340 | 175 | |
Net decrease in cash | (39) | (616) | |
Cash at beginning of period | 101 | 717 | |
Cash at end of period | $ 717 | 62 | 101 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest expense paid | 0 | 0 | 0 |
Income taxes paid | 0 | $ 0 | 0 |
Predecessor [Member] | |||
Cash flows from operating activities | |||
Net (loss) income attributable to Atrinsic | 778 | (1,079) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Net loss attributable to non-controlling interest in subsidiary | 0 | (49) | |
Non-cash reorganization items | (778) | ||
Depreciation expenses | 0 | ||
Stock-based compensation | 0 | ||
Accrued interest on notes payable | 0 | ||
Changes in operating assets and liabilities of business, net of acquisitions: | |||
Prepaid expenses | 0 | ||
Accounts payable, excluding reorganization items | 0 | ||
Net cash used in operating activities | 0 | ||
Cash flows from investing activities | |||
Purchase of property and equipment | 0 | ||
Net cash used in investing activities | 0 | ||
Cash flows from financing activities | |||
Proceeds from issuance of notes payable due to stockholders | 0 | ||
Net cash provided by financing activities | 0 | ||
Net decrease in cash | 0 | ||
Cash at beginning of period | 717 | $ 717 | |
Cash at end of period | $ 717 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 - NATURE OF OPERATIONS Prior to filing Chapter 11 on June 15, 2012, the Company was a direct marketing company based in the United States. The Company had two main service offerings: (i) transactional services; and (ii) subscription services. Transactional services offered full service online marketing and distribution services which were targeted and measurable online campaigns and programs for marketing partners, corporate advertisers, or their agencies, generating qualified customer leads, online responses and activities, or increased brand recognition. Subscription services offered a portfolio of subscription based content applications direct to users working with wireless carriers and other distributors. On June 15, 2012, the Company filed Chapter 11 in the United States Bankruptcy Court in Southern District of New York (Case No. 12-12553). As of that date, the Company terminated all remaining employees and ceased its normal business operations. The Company emerged from Chapter 11 on June 26, 2013, at which time the Plan of Reorganization was conditionally confirmed by the United States Bankruptcy Court, Southern District of New York. The confirmation was subject to the consummation of the Company’s acquisition of a 51 Since the fourth quarter of the 2015 fiscal year Momspot’s development plans has been suspended pending receipt of incremental funding. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity And Going Concern [Text Block] | NOTE 2 - LIQUIDITY AND GOING CONCERN The Company intends to finance its activities through: · Managing current cash on hand; and · Seeking additional funds raised in the future. The Company has experienced recurring losses and negative cash flow from operations since emerging from bankruptcy. There is substantial doubt about the Company’s ability to continue as a going concern as it is dependent on its ability to obtain short term financing and ultimately to generate sufficient cash flow to meet its obligations on a timely basis in order to attain profitability, as well as successfully obtain financing on favorable terms to fund the Company’s long term plans. The Company continually projects anticipated cash requirements, which may include business combinations, capital expenditures, and working capital requirements. As of June 30, 2015, the Company had cash of approximately $ 62 57 571 378 The Company needs to raise additional capital to cover its budgeted operating and capital expenditures. If the capital raising efforts are not successful, the Company might not be able to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company not be able to continue as a going concern. These factors among others create a substantial doubt about the Company’s ability to continue as a going concern. On September 3, 2015, the Company issued secured convertible promissory notes (the “Secured Convertible Notes”) in the principal amount of $25 to each of two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. The Secured Convertible Notes have a maturity date of August 31, 2016 and bear interest at the rate of 5.0% per annum, payable at maturity. The outstanding principal and accrued interest of each Secured Convertible Note is convertible, subject to a 4.99% Beneficial Ownership Cap (as defined in the Secured Convertible Notes), into shares of the Company’s common stock at an initial conversion price of $5.00 per share (subject to adjustment), at the option of the respective holders. The obligations of the Company under the Secured Convertible Notes are secured by a first priority security interest in all of the property of the Company pursuant to letter agreements, dated September 3, 2015, with each of Iroquois and Hudson, respectively. The proceeds of the Secured Convertible Notes will be utilized by the Company to fund its working capital needs. (See Note 9). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The ownership of more than 50% of the voting stock of an entity creates a subsidiary. The financial statements of the parent and subsidiary are consolidated for reporting purposes. The accompanying consolidated financial statements of the Company include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The reclassifications had no effect on net loss. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management continually evaluates its estimates and judgments including those related to fair value of stock options granted and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable in the circumstances. Actual results may differ from those estimates. Macroeconomic conditions may directly, or indirectly through the Company’s business partners and vendors, impact the Company’s financial performance and available resources. Such conditions may, in turn, impact the aforementioned estimates and assumptions. For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less when purchased to be cash. Property and equipment consist of computer hardware, software and office equipment as of June 30, 2015. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives range from three to five years. The Company records stock based compensation in accordance with ASC 718. In estimating the grant date fair value of stock option awards and performance based restricted stock, the Company uses the Black Scholes option pricing model and other binomial pricing models where appropriate. The key assumptions for these models to derive fair value include expected term, rate of risk free returns and volatility. Information about the Company’s specific award plans can be found in Note 5. The fair value of Momspot, which was not material, was determined based on valuation performed by Management, which took into consideration, where applicable, cash received , market participant inputs, estimated cash flows based on entity specific criteria, purchase multiples paid in other comparable third-party transactions, market conditions, liquidity, operating results and other qualitative and quantitative factors. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Therefore, preferred shares are classified as stockholders’ equity. The preferred shares are not mandatorily redeemable and have no conditional redemption features. Research and development costs are charged to operations as incurred. Basic earnings per share (“EPS”) is computed by dividing reported earnings by the weighted average number of shares of common stock outstanding for the period. Diluted EPS includes the effect, if any, of the potential issuance of additional shares of common stock as a result of the exercise or conversion of dilutive securities, using the treasury stock method. Potential dilutive securities for the Company include outstanding convertible preferred shares and stock options. As of June 30, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Total 4,875,000,000 4,875,000,000 The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company adopted an accounting standard which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This standard provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company reduces credit risk by placing its cash with major financial institutions. At times, such amounts may exceed federally insured limits. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. This ASU will have no impact on the Company until it begin to grant performance awards. In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-15 in connection with the issuance of these consolidated financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2. |
FRESH START ACCOUNTING
FRESH START ACCOUNTING | 12 Months Ended |
Jun. 30, 2015 | |
Reorganizations [Abstract] | |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | NOTE 4 - FRESH START ACCOUNTING On July 12, 2013, the Company adopted fresh start accounting and reporting in accordance with Topic ASC 852. The Company was required to apply the provisions of fresh start reporting to its financial statements, as the holders of existing voting shares of the Predecessor Company received less than 50% Fresh start accounting and reporting generally requires resetting the historical net book value of assets and liabilities to fair value as of the Effective Date by allocating the entity’s enterprise value as set forth in the Reorganization Plan to its assets and liabilities pursuant to accounting guidance related to business combinations. The financial statements as of the Effective Date report the results of the Successor Company with no beginning retained earnings or accumulated deficit. Any presentation of the Successor Company represents the financial position and results of operations of a new reporting entity and is not comparable to prior periods. The unaudited condensed consolidated financial statements for periods ended prior to the Effective Date do not include the effect of any changes in capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting. In accordance with ASC Topic 852, the Predecessor Company’s pre-emergence charges to earnings of $ 778 Methodology, Analysis and Assumptions The Company determined that the fair value of the Company (“Reorganization Value”) on the Effective date to be minimal. The Company’s valuation was based upon a discounted cash flow methodology, which included a calculation of the present value of expected un-levered after-tax free cash flows reflected in the Company’s long-term financial projections, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. July 12, 2013 Predecessor Reorganization Company Adjustments Successor Company ASSETS Current assets Cash and cash equivalents $ 717 $ - $ 717 Prepaid expenses and other current assets 237 237 Total current assets 954 - 954 TOTAL ASSETS $ 954 $ - $ 954 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 15,566 $ (15,395) (2) $ 171 Note payable 2,614 (2,614) (3) - Total current liabilities 18,180 (18,009) 171 TOTAL LIABILITIES 18,180 (18,009) 171 COMMITMENTS AND CONTINGENCIES - - - SHAREHOLDERS' (DEFICIT) EQUITY Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 - 5 (3) 5 Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. 1,000 (1,000) (1) - Additional paid-in capital 182,281 (182,281) (4) - 778 (5) 778 Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. (4,981) 4,981 (4) - Accumulated income (deficit) (195,526) 195,526 (1) - TOTAL SHAREHOLDERS' (DEFICIT) EQUITY (17,226) 18,009 783 TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY $ 954 $ - $ 954 1) To reduce the total par value of stock held by the pre-petition stockholders to $ 100 2) To record conversion of pre-petition Accounts Payable to 300,000,000 0.000001 3) To record conversion of note payable to 4,600,000,000 4) To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 5) Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 5 - SHAREHOLDERS’ (DEFICIT) EQUITY On July 12, 2013, the Company established a new capital structure, in accordance with the Plan of Reorganization. Accordingly, 100,000,000,000 0.000001 100,000,000 100,000,000 0.000001 300,000,000 400,000,000 400,000,000 In addition, the Company authorized 5,000,000,000 0.000001 4,600,000,000 4,600,000,000 As of June 30, 2015, 4,600,000,000 The holders of the Series A Preferred Stock each have the right at any time, at the holder’s option, to convert any or all of his shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of common stock to the extent that such conversion would not result in beneficial ownership by the holder of more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). From July 12, 2013 through July 12, 2014, each Holder of the Series A Preferred Stock is prohibited from selling or otherwise transferring more than 2.5% of the Company’s outstanding common stock, calculated on a fully diluted basis, per 90-day period. Stock Options On February 11, 2014, the Company issued options with a term of five ( 5 0.002 The Company granted to Sebastian Giordano, for services as Chief Restructuring Officer and Acting Chief Executive Officer, an option to purchase 125,000,000 The Company granted to each of Edward Gildea and Jonathan Schechter, for services as directors of the Company, an option to purchase 50,000,000 On February 28, 2014, the Company granted to Edward Gildea, for services to be rendered as Acting Chief Executive Officer, an option to purchase 50,000,000 5 0.002 All of the shares covered by these options immediately vested on the grant date. The grant date fair value of stock options granted was approximately $ 275 0.69 0.71 84.40 2.5 As of June 30, 2015, the weighted average exercise price of all stock options outstanding was $ 0.002 3.7 |
NOTES PAYABLE DUE TO STOCKHOLDE
NOTES PAYABLE DUE TO STOCKHOLDERS | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | On February 11, 2014, the Company issued notes payable with two principal stockholders, each such note in the principal amount of $ 87.5 5 12 On August 15, 2014 90 45 150 75 100 50 July 31, 2015 5.0 12 Amount Due Outstanding as of June 30, 2014 $ 175 Issued 340 Outstanding as of June 30, 2015 $ 515 On September 3, 2015, effective as of July 31, 2015, the maturity dates of the February 2014 Notes, the August 2014 Notes, the December 2014 Notes and the May 2015 Notes (collectively, the “Prior Notes”), in the aggregate principal amount of $515, were extended to August 31, 2016 and the Prior Notes were amended to permit conversion of the principal and accrued interest due and payable under the Prior Notes into shares of the Company’s common stock (see Note 9). Due to the extension of terms, the Company recorded Prior Notes in long-term notes payable due to stockholders on the Consolidated Balance Sheets. During the year ended June 30, 2015 and 2014, interest expense amounted to approximately $ 18 3 21 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 7 - BUSINESS COMBINATIONS The Momspot Acquisition Pursuant to the terms of a Membership Interest Purchase Agreement, dated July, 2013, the Company acquired a 51 165 Momspot is a start-up company. Momspot’s goal is to be the premier specialty retail affiliate marketing company targeting women between the ages of 24 and 45 who are either mothers or expecting their first child (“Moms”). The results for Momspot for the period ended June 30, 2015 are consolidated in the consolidated financial statements within this document. The fair value of the purchase consideration was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill, if any. Purchase Consideration: Fair value of Momspot (1) $ - Tangible assets acquired - (1) Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($ 0 For the year ended June 30, 2014 Revenues $ - Net loss (1,079) Loss per share - basic and diluted $ (0.00) The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of July 1, 2013 or to project potential operating results as of any future date or for any future periods. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 - INCOME TAXES During both 2015 and 2014, the Company incurred a net loss and therefore had no tax liability. The Company does not have any material uncertain income tax positions. As a result of significant losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. As of June 30, 2015, the valuation allowance increased by $ 171 48.1 47.7 As of June 30, 2015 2014 Deferred tax asset Net operating loss carryovers $ 21,869 $ 21,698 Stock based compensation 125 125 Total deferred tax assets 21,994 21,823 Valuation Allowance (21,994) (21,823) Deferred tax asset, net of allowance $ - $ - As of June 30, 2015 2014 Statutory federal income tax rate -34.0 % -34.0 % State income tax, net of federal benefit -9.1 % -11.5 % Other 7.1 % 0.0 % Valuation Allowance 36.0 % 45.5 % Income tax provision (benefit) 0.0 % 0.0 % As of June 30, 2015 2014 Federal Current $ - $ - Deferred (128) 451 State Current - - Deferred (43) 153 Change in valuation allowance 171 (604) Income tax provision (benefit) $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 - SUBSEQUENT EVENTS On September 3, 2015, the Company issued secured convertible promissory notes (the “Secured Convertible Notes”) in the principal amount of $ 25 50 August 31, 2016 5.0 4.99 5.00 The obligations of the Company under the Secured Convertible Notes are secured by a first priority security interest in all of the property of the Company pursuant to letter agreements, dated September 3, 2015, with each of Iroquois and Hudson, respectively. The proceeds of the Secured Convertible Notes will be utilized by the Company to fund its working capital needs. On September 3, 2015, the Company also entered into note modification agreements, made as of July 31, 2015 The Company has evaluated the period after the balance sheet date up through the date that the consolidated financial statements were issued, and determined that other than noted above, there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The ownership of more than 50% of the voting stock of an entity creates a subsidiary. The financial statements of the parent and subsidiary are consolidated for reporting purposes. The accompanying consolidated financial statements of the Company include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The reclassifications had no effect on net loss. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management continually evaluates its estimates and judgments including those related to fair value of stock options granted and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable in the circumstances. Actual results may differ from those estimates. Macroeconomic conditions may directly, or indirectly through the Company’s business partners and vendors, impact the Company’s financial performance and available resources. Such conditions may, in turn, impact the aforementioned estimates and assumptions. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less when purchased to be cash. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment consist of computer hardware, software and office equipment as of June 30, 2015. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives range from three to five years. |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation The Company records stock based compensation in accordance with ASC 718. In estimating the grant date fair value of stock option awards and performance based restricted stock, the Company uses the Black Scholes option pricing model and other binomial pricing models where appropriate. The key assumptions for these models to derive fair value include expected term, rate of risk free returns and volatility. Information about the Company’s specific award plans can be found in Note 5. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The fair value of Momspot, which was not material, was determined based on valuation performed by Management, which took into consideration, where applicable, cash received , market participant inputs, estimated cash flows based on entity specific criteria, purchase multiples paid in other comparable third-party transactions, market conditions, liquidity, operating results and other qualitative and quantitative factors. |
Preferred Stock [Policy Text Block] | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Therefore, preferred shares are classified as stockholders’ equity. The preferred shares are not mandatorily redeemable and have no conditional redemption features. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are charged to operations as incurred. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing reported earnings by the weighted average number of shares of common stock outstanding for the period. Diluted EPS includes the effect, if any, of the potential issuance of additional shares of common stock as a result of the exercise or conversion of dilutive securities, using the treasury stock method. Potential dilutive securities for the Company include outstanding convertible preferred shares and stock options. As of June 30, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Total 4,875,000,000 4,875,000,000 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company adopted an accounting standard which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This standard provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company reduces credit risk by placing its cash with major financial institutions. At times, such amounts may exceed federally insured limits. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. This ASU will have no impact on the Company until it begin to grant performance awards. In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-15 in connection with the issuance of these consolidated financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2015 and June 30, 2014, because such securities are anti-dilutive, are as follows: As of June 30, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Total 4,875,000,000 4,875,000,000 |
FRESH START ACCOUNTING (Tables)
FRESH START ACCOUNTING (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Reorganizations [Abstract] | |
Schedule of Fresh-Start Adjustments [Table Text Block] | The Company also considered precedent transaction analysis but ultimately determined there was insufficient data for a meaningful analysis. July 12, 2013 Predecessor Reorganization Company Adjustments Successor Company ASSETS Current assets Cash and cash equivalents $ 717 $ - $ 717 Prepaid expenses and other current assets 237 237 Total current assets 954 - 954 TOTAL ASSETS $ 954 $ - $ 954 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 15,566 $ (15,395) (2) $ 171 Note payable 2,614 (2,614) (3) - Total current liabilities 18,180 (18,009) 171 TOTAL LIABILITIES 18,180 (18,009) 171 COMMITMENTS AND CONTINGENCIES - - - SHAREHOLDERS' (DEFICIT) EQUITY Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 - 5 (3) 5 Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. 1,000 (1,000) (1) - Additional paid-in capital 182,281 (182,281) (4) - 778 (5) 778 Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. (4,981) 4,981 (4) - Accumulated income (deficit) (195,526) 195,526 (1) - TOTAL SHAREHOLDERS' (DEFICIT) EQUITY (17,226) 18,009 783 TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY $ 954 $ - $ 954 1) To reduce the total par value of stock held by the pre-petition stockholders to $ 100 2) To record conversion of pre-petition Accounts Payable to 300,000,000 0.000001 3) To record conversion of note payable to 4,600,000,000 4) To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 5) Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 |
NOTES PAYABLE DUE TO STOCKHOL19
NOTES PAYABLE DUE TO STOCKHOLDERS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Debt [Table Text Block] | The notes are secured by all the assets of the Company. Amount Due Outstanding as of June 30, 2014 $ 175 Issued 340 Outstanding as of June 30, 2015 $ 515 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The purchase price was allocated as follows: Purchase Consideration: Fair value of Momspot (1) $ - Tangible assets acquired - (1) Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($ 0 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents the unaudited pro-forma financial results, as if the acquisition of Momspot had been completed as of July 1, 2013: For the year ended June 30, 2014 Revenues $ - Net loss (1,079) Loss per share - basic and diluted $ (0.00) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences and tax loss carry forwards that give rise to significant portions of deferred tax assets at June 30, 2015 and 2014 are comprised of the following: As of June 30, 2015 2014 Deferred tax asset Net operating loss carryovers $ 21,869 $ 21,698 Stock based compensation 125 125 Total deferred tax assets 21,994 21,823 Valuation Allowance (21,994) (21,823) Deferred tax asset, net of allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: As of June 30, 2015 2014 Statutory federal income tax rate -34.0 % -34.0 % State income tax, net of federal benefit -9.1 % -11.5 % Other 7.1 % 0.0 % Valuation Allowance 36.0 % 45.5 % Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision consists of the following: As of June 30, 2015 2014 Federal Current $ - $ - Deferred (128) 451 State Current - - Deferred (43) 153 Change in valuation allowance 171 (604) Income tax provision (benefit) $ - $ - |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | Jul. 11, 2013 |
Momspot LLC [Member] | |
Nature Of Operations And Going Concern [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 03, 2015 | Feb. 11, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 11, 2013 |
Cash and Cash Equivalents, at Carrying Value | $ 62 | $ 101 | $ 717 | ||
Working Capital Deficit | 57 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (378) | (790) | |||
Total shareholders' deficit | $ (571) | $ (70) | |||
Debt Instrument, Maturity Date | Jul. 31, 2015 | ||||
Subsequent Event [Member] | |||||
Debt Instrument, Convertible, Conversion Price | $ 5 | ||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||
Debt Instrument, Face Amount | $ 50 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Debt Conversion, Original Debt, Interest Rate of Debt | 4.99% | ||||
Debt Instrument, Maturity Date | Aug. 31, 2016 | ||||
Debt Instrument, Convertible, Conversion Price | $ 5 | ||||
Shareholder One [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||
Debt Instrument, Face Amount | $ 25 | ||||
Shareholder Two [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||
Debt Instrument, Face Amount | $ 25 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,875,000,000 | 4,875,000,000 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 275,000,000 | 275,000,000 |
Convertible preferred shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,600,000,000 | 4,600,000,000 |
FRESH START ACCOUNTING (Details
FRESH START ACCOUNTING (Details) $ in Thousands | Jul. 11, 2013USD ($) | |
Current assets | ||
Cash and cash equivalents | $ 717 | |
Prepaid expenses and other current assets | 237 | |
Total current assets | 954 | |
TOTAL ASSETS | 954 | |
Current liabilities | ||
Accounts payable and accrued expenses | 15,566 | |
Note payable | 2,614 | |
Total current liabilities | 18,180 | |
TOTAL LIABILITIES | 18,180 | |
COMMITMENTS AND CONTINGENCIES | 0 | |
SHAREHOLDERS' (DEFICIT) EQUITY | ||
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | 0 | |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 1,000 | |
Additional paid-in capital | 182,281 | |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | (4,981) | |
Accumulated income (deficit) | (195,526) | |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | (17,226) | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | 954 | |
Current assets | ||
Cash and cash equivalents | 0 | |
Total current assets | 0 | |
TOTAL ASSETS | 0 | |
Current liabilities | ||
Accounts payable and accrued expenses | [1] | (15,395) |
Note payable | [2] | (2,614) |
Total current liabilities | (18,009) | |
TOTAL LIABILITIES | (18,009) | |
COMMITMENTS AND CONTINGENCIES | 0 | |
STOCKHOLDERS' EQUITY/ DEFICIENCY | ||
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | [2] | 5 |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | [3] | (1,000) |
Additional paid-in capital | [4] | (182,281) |
Fresh start adjustment additional paid in capital adjustment | [5] | 778 |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | [4] | 4,981 |
Accumulated income (deficit) | [3] | 195,526 |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | 18,009 | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | 0 | |
Current assets | ||
Cash and cash equivalents | 717 | |
Prepaid expenses and other current assets | 237 | |
Total current assets | 954 | |
TOTAL ASSETS | 954 | |
Current liabilities | ||
Accounts payable and accrued expenses | 171 | |
Note payable | 0 | |
Total current liabilities | 171 | |
TOTAL LIABILITIES | 171 | |
COMMITMENTS AND CONTINGENCIES | 0 | |
STOCKHOLDERS' EQUITY/ DEFICIENCY | ||
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | 5 | |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 0 | |
Additional paid-in capital | 0 | |
Postconfirmation additional paid in capital adjustment | 778 | |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | 0 | |
Accumulated income (deficit) | 0 | |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | 783 | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | $ 954 | |
[1] | To record conversion of pre-petition Accounts Payable to 300,000,000, $0.000001 par value common shares, in accordance with the new post-bankruptcy capital structure | |
[2] | To record conversion of note payable to 4,600,000,000, $0.000001 par value shares of convertible preferred stock, in accordance with the new post-bankruptcy petition capital structure | |
[3] | To reduce the total par value of stock held by the pre-petition stockholders to $100, in accordance with the new post-bankruptcy capital structure | |
[4] | To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 | |
[5] | Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 |
FRESH START ACCOUNTING (Detai26
FRESH START ACCOUNTING (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 11, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | May. 31, 2011 |
Fresh-Start Adjustment [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |||
Preferred Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | |||
Preferred Stock, Shares Issued | 4,600,000,000 | 4,600,000,000 | |||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 4,600,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |||
Common Stock, Shares Authorized | 100,000,000,000 | 100,000,000,000 | |||
Common Stock, Shares, Issued | 400,000,000 | 400,000,000 | |||
Common Stock, Shares, Outstanding | 400,000,000 | 400,000,000 | |||
Existing Predecessor Voting Shares Percentage | less than 50% | ||||
Reorganization Items | $ 0 | $ (204) | |||
Predecessor [Member] | |||||
Fresh-Start Adjustment [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||
Preferred Stock, Shares Authorized | 5,000,000,000 | ||||
Preferred Stock, Shares Issued | 4,600,000,000 | 4,600,000,000 | |||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 4,600,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.01 | |||
Common Stock, Shares Authorized | 100,000,000,000 | 100,000,000 | |||
Common Stock, Shares, Issued | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common Stock, Shares, Outstanding | 400,000,000 | 400,000,000 | 400,000,000 | 100,000,000 | |
Treasury Stock, Shares | 0 | 681,509 | |||
Reorganization Items | $ 778 | ||||
Reduction In Total Par Value Of Stock Held By Pre Petition Stockholders | $ 100 | ||||
Shares Issued Conversion Of Pre Petition Accounts Payable | 300,000,000 | ||||
Shares Issued Conversion Of Pre Petition Notes Payable | 4,600,000,000 | ||||
Convertible Preferred Stock [Member] | |||||
Fresh-Start Adjustment [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||
Preferred Stock, Shares Issued | 4,600,000,000 | ||||
Common Stock, Par or Stated Value Per Share | 0.000001 | ||||
Convertible Preferred Stock [Member] | Predecessor [Member] | |||||
Fresh-Start Adjustment [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||
Preferred Stock, Shares Authorized | 5,000,000,000 | 0 | |||
Preferred Stock, Shares Issued | 4,600,000,000 | 0 | 4,600,000,000 | ||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 0 |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2014 | Jul. 11, 2013 | Feb. 28, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | May. 31, 2011 |
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.002 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Fair Value | $ 275 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.69% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.71% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 84.40% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.002 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 8 months 12 days | ||||||
Common Stock, Shares Authorized | 100,000,000,000 | 100,000,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |||||
Common Stock, Shares, Issued | 400,000,000 | 400,000,000 | |||||
Common Stock, Shares, Outstanding | 400,000,000 | 400,000,000 | |||||
Preferred Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | |||||
Preferred Stock, Shares Issued | 4,600,000,000 | 4,600,000,000 | |||||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 4,600,000,000 | |||||
Preferred Stock, Conversion Basis | The holders of the Series A Preferred Stock each have the right at any time, at the holders option, to convert any or all of his shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of common stock to the extent that such conversion would not result in beneficial ownership by the holder of more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the Beneficial Ownership Cap). | ||||||
Convertible Preferred Stock, Terms of Conversion | From July 12, 2013 through July 12, 2014, each Holder of the Series A Preferred Stock is prohibited from selling or otherwise transferring more than 2.5% of the Companys outstanding common stock, calculated on a fully diluted basis, per 90-day period. | ||||||
Sebastian Giordano [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 125,000,000 | ||||||
Edward Gildea [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.002 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000,000 | 50,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||||
Preferred Stock, Shares Issued | 4,600,000,000 | ||||||
Predecessor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number Of Outstanding Shares Exchanged For Pre Bankruptcy Petition Stockholders | 100,000,000 | ||||||
Number Of Shares Issued For Pre Bankruptcy Petition Stockholders | 100,000,000 | ||||||
Common Stock, Shares Authorized | 100,000,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.01 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||||
Common Stock, Shares, Issued | 400,000,000 | 400,000,000 | 400,000,000 | ||||
Common Stock, Shares, Outstanding | 400,000,000 | 400,000,000 | 400,000,000 | 100,000,000 | |||
Preferred Stock, Shares Authorized | 5,000,000,000 | ||||||
Preferred Stock, Shares Issued | 4,600,000,000 | 4,600,000,000 | |||||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 4,600,000,000 | |||||
Predecessor [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | ||||||
Stock Issued During Period, Shares, New Issues | 0 | ||||||
Preferred Stock, Shares Authorized | 5,000,000,000 | 0 | |||||
Preferred Stock, Shares Issued | 4,600,000,000 | 0 | 4,600,000,000 | ||||
Preferred Stock, Shares Outstanding | 4,600,000,000 | 0 | |||||
Unsecured Debt [Member] | Predecessor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 300,000,000 |
NOTES PAYABLE DUE TO STOCKHOL28
NOTES PAYABLE DUE TO STOCKHOLDERS (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Short-term Debt [Line Items] | |
Outstanding as of June 30, 2014 | $ 175 |
Issued | 340 |
Outstanding as of June 30, 2015 | $ 515 |
NOTES PAYABLE DUE TO STOCKHOL29
NOTES PAYABLE DUE TO STOCKHOLDERS (Details Textual) - USD ($) | Sep. 03, 2015 | May. 15, 2015 | Aug. 15, 2014 | Feb. 11, 2014 | Dec. 18, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity Date | Jul. 31, 2015 | ||||||
Interest Payable, Current | $ 21,000 | $ 3,000 | |||||
Proceeds from Notes Payable | 340,000 | 175,000 | |||||
Interest Expense, Debt | $ 18,000 | 3,000 | |||||
Subsequent Event [Member] | Prior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 515,000 | ||||||
Debt Instrument, Maturity Date | Aug. 31, 2016 | ||||||
Secured Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||
Debt Instrument, Maturity Date | Jul. 31, 2015 | ||||||
Interest Payable, Current | $ 21,000 | ||||||
Debt Instrument, Issuance Date | Aug. 15, 2014 | ||||||
Proceeds from Notes Payable | $ 100,000 | $ 90,000 | $ 150,000 | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 12.00% | ||||||
Interest Expense, Debt | $ 18,000 | $ 3,000 | |||||
Secured Promissory Notes [Member] | Principal Stockholders One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | 50,000 | $ 45,000 | $ 87,500 | $ 75,000 | |||
Secured Promissory Notes [Member] | Principal Stockholders Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 50,000 | $ 87,500 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ in Thousands | Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 0 | |
Momspot LLC [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | [1] | $ 0 |
[1] | Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($0 consideration received) and a discounted cash flow analysis, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - 12 months ended Jun. 30, 2014 - USD ($) $ / shares in Units, $ in Thousands | Total |
Business Acquisition [Line Items] | |
Revenues | $ 0 |
Net loss | $ (1,079) |
Loss per share - basic and diluted | $ 0 |
BUSINESS COMBINATIONS (Detail32
BUSINESS COMBINATIONS (Details Textual) - Momspot LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jul. 11, 2013 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |
Business Acquisition, Preacquisition Contingency, Amount of Settlement | $ 165 | |
Business Combination, Consideration Transferred | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Deferred tax asset | ||
Net operating loss carryovers | $ 21,869 | $ 21,698 |
Stock based compensation | 125 | 125 |
Total deferred tax assets | 21,994 | 21,823 |
Valuation Allowance | (21,994) | (21,823) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes [Line Items] | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State income tax, net of federal benefit | (9.10%) | (11.50%) |
Other | 7.10% | 0.00% |
Valuation Allowance | 36.00% | 45.50% |
Income tax provision (benefit) | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | (128) | 451 |
State | ||
Current | 0 | 0 |
Deferred | (43) | 153 |
Change in valuation allowance | 171 | (604) |
Income tax provision (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 48,100 | $ 47,700 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 171 | $ (604) |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 03, 2015 | Feb. 11, 2014 |
Subsequent Event [Line Items] | ||
Debt Instrument, Maturity Date | Jul. 31, 2015 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 5 | |
Debt Instrument Convertible Beneficial Ownership Cap | 4.99% | |
Subsequent Event [Member] | Convertible Debt [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Maturity Date | Aug. 31, 2016 | |
Subsequent Event [Member] | Secured Debt [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate During Period | 5.00% | |
Debt Instrument, Maturity Date | Jul. 31, 2015 | |
Debt Instrument, Annual Principal Payment | $ 50 | |
Subsequent Event [Member] | Secured Debt [Member] | Principal Stockholders One [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Annual Principal Payment | 25 | |
Subsequent Event [Member] | Secured Debt [Member] | Principal Stockholders Two [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Annual Principal Payment | $ 25 |