Protagenic Therapeutics (PTIX) 10-Q 11 Mar 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2015	Feb. 22, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Trading Symbol	ATRN
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
Entity Common Stock, Shares Outstanding		400,000,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Jun. 30, 2015
Current assets
Cash	$ 4	$ 62
Prepaid expenses	21	70
Total current assets	25	132
Property and equipment (net of accumulated depreciation)	1	1
Total assets	26	133
Current liabilities
Accounts payable and accrued expenses	192	168
Accrued interest expense-stockholders	35	21
Short-term convertible notes payable-due to stockholders	665
Total current liabilities	892	189
Long-term notes payable-due to stockholders		515
Total liabilities	$ 892	$ 704
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 December 31, 2015 and June 30, 2015; (Liquidation preference 20,700,000 as of December 31, 2015)	$ 5	$ 5
Common stock, $.000001 par value, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at December 31, 2015 and June 30, 2015	0	0
Additional paid-in capital	1,053	1,053
Accumulated deficit	(1,844)	(1,555)
Shareholders' deficit attributed to Atrinsic, Inc.	(786)	(497)
Non-controlling interest	(80)	(74)
Total shareholders' deficit	(866)	(571)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 26	$ 133

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2015	Jun. 30, 2015
Statement of Financial Position [Abstract]
Series A convertible preferred stock, Par or Stated Value 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	$ 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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Operating expenses
General and administrative	$ 151	$ 137	$ 281	$ 256
Total operating expenses	151	137	281	256
Loss from operations	(151)	(137)	(281)	(256)
Other income (expenses)
Other income		2	1	4
Interest expense-stockholders	(8)	(4)	(15)	(6)
Total other expenses	(8)	(2)	(14)	(2)
Net loss	(159)	(139)	(295)	(258)
Less: net loss attributable to non-controlling interest	(1)	(6)	(6)	(13)
Net loss attributable to Atrinsic	$ (158)	$ (133)	$ (289)	$ (245)
Net loss per share attributable to Atrinsic common shareholders
Basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding:
Basic and diluted	400,000,000	400,000,000	400,000,000	400,000,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows(Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss attributable to Atrinsic	$ (289)	$ (245)
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss attributable to non-controlling interest in subsidiary	(6)	(13)
Accrued interest on convertible notes payable	14	7
Changes in operating assets and liabilities of business, net of acquisitions:
Prepaid expenses	49	34
Accounts payable and accrued expenses	24	26
Net cash used in operating activities	(208)	(191)
Cash flows from financing activities
Proceeds from issuance of convertible notes payable due to stockholders	150	240
Net cash provided by financing activities	150	240
Net (decrease) increase in cash	(58)	49
Cash at beginning of period	62	101
Cash at end of period	$ 4	$ 150

Nature of Operations

Nature of Operations	6 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	NOTE 1—NATURE OF OPERATIONS 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% controlling interest in Momspot LLC (“Momspot”), which was subsequently completed on July 12, 2013 (“Emergence Date”). 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. The Emergence Date was the date the Company adopted fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852. The adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes. Momspot is currently the Company’s business operations. The Company’s principle activities are conducted through Momspot. Since the fourth quarter of the 2015 fiscal year, Momspot’s development plans has been suspended pending receipt of incremental funding. On February 12, 2016, the Company sold its 51% interest of Momspot to the remaining 49% interest holder through a split off agreement. Also on February 12, 2016, the Company entered into a Merger and completed a financing and at which time the Company entered into the field of neurologic drug development. This transaction is treated as a recapitalization of the Company (‘reverse business combination’) and is further described in detail in Note 7.

Liquidity and Going Concern

Liquidity and Going Concern	6 Months Ended
	Dec. 31, 2015
Text Block [Abstract]
Liquidity and Going Concern	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 December 31, 2015, the Company had cash of approximately $4, a working capital deficit of approximately $867 including $665 of notes payable to stockholders due August 2016, and a total shareholders’ deficit of $866. During the six months ended December 31, 2015, the Company used approximately $208 of cash for operations. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. 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 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 its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. On October 30, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. On December 9, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its 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 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, with its two principal stockholders. The proceeds of the Secured Convertible Notes were utilized by the Company to fund its working capital needs (See Note 5).

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are unaudited and do not include all of the information and disclosures generally required for annual financial statements. In the opinion of management, the statements contain all material adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s condensed consolidated financial position as of December 31, 2015, and the condensed consolidated results of its operations for the three-month and six-month periods ended December 31, 2015 and 2014, and cash flows for the six-month periods ended December 31, 2015 and 2014. This report should be read in conjunction with the Company’s Annual Report on Form 10-K, filed with Securities and Exchange Commission on September 25, 2015, which contains the complete information and disclosure for the year ended June 30, 2015. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year. 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 condensed consolidated financial statements include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated. 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. 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 or if-converted method. Potential dilutive securities for the Company include outstanding convertible preferred shares, stock options and convertible debts. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2015 and December 31, 2014, because such securities are anti-dilutive, are as follows: As of December 31, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Convertible notes 140,098 — Total 4,875,140,098 4,875,000,000 Recent Accounting Pronouncements In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments The FASB, the Emerging Issues Task Force and the SEC have issued certain accounting standards updates and regulations as of December 31, 2015 that will become effective in subsequent periods. However, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2015 and 2014 and it does not believe that any of these pronouncements will have a significant impact on the condensed consolidated financial statements at the time they become effective.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Stockholders' Equity	NOTE 4—STOCKHOLDERS’ EQUITY Stock Options On February 11, 2014, the Company issued options with a term of five (5) years and an exercise price of $0.002 to the individuals below for the number of shares of common stock: The Company granted to Sebastian Giordano, for services as Chief Restructuring Officer and Acting Chief Executive Officer, an option to purchase 125,000,000 shares of the Company’s Common Stock. 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 shares of the Company’s Common Stock. 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 shares of the Company’s Common Stock with a term of five (5) years and an exercise price of $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. The fair value of the Company’s common stock was based upon the publicly quoted price on the date of grant. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 for “plain vanilla” options. The Company obtained the risk free interest rate from publicly available data published by the Federal Reserve. The volatility rate was computed based on a comparison of average volatility rates of similar companies. The fair value of the options was determined using the Black-Scholes model with the following assumptions: risk free interest rate—0.69% to 0.71%, volatility—84.40%, expected term—2.5 years, expected dividends- N/A. As of December 31, 2015, the weighted average exercise price of all stock options outstanding was $0.002, the remaining contractual life was 3.1 years and there was no intrinsic value. Series B Preferred Stock On February 2, 2016, the Company authorized 18 million shares of Series B Preferred Stock with a par value of $0.000001. On February 3, 2016, the Company filed a Certificate of Designation with the Delaware Secretary of State pursuant to which the Company set forth the designation, powers, rights, privileges, preferences and restrictions of the Series B Preferred Stock. Each share of Series B Preferred stock will immediately and automatically convert into one share of common stock upon the Company amending its certificate of incorporation to effect a 15,463.7183 to 1 reverse stock split of its common stock. Prior to the Reverse Stock Split, the Series B Preferred Stock votes together with the Company’s common stock as a single class, with each share of Series B Preferred Stock having a vote that equals to that of 15,463.7183 shares of common stock. After the Reverse Stock Split, any Series B Preferred Stock which remains outstanding as a result of the beneficial ownership limit will vote together with the common stock as a single class, with each share of Series B Preferred Stock having a number of votes equal to one share of common stock on a post-Reverse Stock Split basis. In the event of any liquidation, dissolution or winding up of the Company, the assets available for distribution to the Company’s stockholders will be distributed among the holders of the Series B Preferred Stock and the holders of the common stock, pro rata, on an as-converted-to- common stock post-Reverse Stock Split basis. The holders of the Series B Preferred Stock are entitled to dividends in the event that the Company pays cash or other dividends in property to holders the outstanding shares of the common stock, which dividends would be made pro rata, on an as-converted-to-common stock post-Reverse Stock Split basis. (See Note 6)

Convertible Notes Payable Due t

Convertible Notes Payable Due to Stockholders	6 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable Due to Stockholders	NOTE 5—CONVERTIBLE NOTES PAYABLE DUE TO STOCKHOLDERS On August 15, 2014, the Company raised gross proceeds, in a debt financing transaction, of $90 from its two principal stockholders, and issued secured promissory notes in the principal amount of $45 to each of them (the “August 2014 Notes”). On December 18, 2014, the Company raised gross proceeds, in a debt financing transaction, of $150 from its two principal stockholders, and issued secured promissory notes in the principal amount of $75 to each of them (the “December 2014 Notes”). On May 15, 2015, the Company raised gross proceeds, in a debt financing transaction, of $100 from its two principal stockholders, and issued secured promissory notes in the principal amount of $50 to each of them (the “May 2015 Notes”). The notes had a Maturity Date of July 31, 2015 and bear interest at the rate of 5.0% per annum, payable at maturity. Any amounts that remain unpaid after July 31, 2015, shall thereafter bear interest at the rate of twelve percent (12%) per annum. Interest is calculated on the basis of actual number of days elapsed over a year of 360 days. The notes are secured by all the assets of the Company. 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. On September 3, 2015, the Company issued secured convertible promissory notes (the “Secured Convertible Notes”) in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. On October 30, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. On December 9, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. 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, with its two principal stockholders. The proceeds of the Secured Convertible Notes will be utilized by the Company to fund its working capital needs. On December 9, 2015, all the notes were amended to bear no interest and have a maturity date of March 1, 2016. As part of this agreement, if the Company completes a private placement of its Series B Preferred Stock prior to the maturity thereof, each lender has agreed to convert or assign all principal sums under the Amended Convertible Notes to be used as a purchase price in the Private Placement. Amount Due Outstanding as of June 30, 2015 $ 515 Issued 150 Outstanding as of December 31, 2015 $ 665 During the three months ended December 31, 2015 and 2014, interest expense amounted to approximately $8 and $4, respectively. During the six months ended December 31, 2015 and 2014, interest expense amounted to approximately $15 and $6, respectively. Accrued interest as of December 31, 2015 and June 30, 2015 was approximately $35 and $21, respectively. Subsequent to December 31, 2015, the holders of the above notes totaling $665,000 exchanged this debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share (see note 7). On February 11, 2016, the Company issued convertible promissory notes in the principal amounts of $57 to the same lenders in the Amended Convertible Notes (for an aggregate amount of $114). The February Convertible Notes have a maturity date of March 1, 2016, bear no interest and have the same conversion terms as the December 9, 2015 Convertible Notes.

Other Matters

Other Matters	6 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Other Matters	NOTE 6 – OTHER MATTERS New York Workers’ Compensation Claim The Company received a notice from the New York State Workers’ Compensation Board that a judgment in the amount of $62 has been filed against the Company for the failure to carry workers’ compensation insurance for the period from July 6, 2011 to May 10, 2012. As of December 31, 2015, the Company has accrued $62 which is included in accounts payable and accrued expenses in the condensed consolidated balance sheets. IRS Claim The Company has received from the Internal Revenue Service a notice that it owes approximately $31 in penalties and interest for failure to file its Form 5471 for our tax years ended December 31, 2011, December 31, 2012 and June 30, 2014. As of December 31, 2015, the Company has accrued $31 which is included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 7—SUBSEQUENT EVENTS The Merger On February 12, 2016, the Company, Protagenic Therapeutics, Inc. (“Protagenic”), and the Company’s newly-formed subsidiary Protagenic Acquisition Corp. (Acquisition Corp.) entered into a Merger Agreement and completed the Merger. Before their entry into the Merger Agreement, no material relationship existed between the Company (or its Acquisition Corp. subsidiary) and Protagenic. Pursuant to the Merger Agreement, Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company, merged with and into Protagenic Therapeutics, Inc., with Protagenic Therapeutics, Inc. remaining as the surviving entity. The Company acquired the business of Protagenic Therapeutics, Inc. pursuant to the Merger and will continue the existing business operations of Protagenic Therapeutics, Inc. as a wholly-owned subsidiary. Simultaneously with the Merger, on February 12, 2016, all of the issued and outstanding shares of Protagenic common stock converted, on a 1 for 1 basis, into shares of the Company’s Series B Preferred Stock, par value $0.000001 per share (assuming no exercise of dissenters’ rights by any former Protagenic stockholder). Also on the Closing Date, all of the issued and outstanding options to purchase shares of Protagenic common stock, and all of the issued and outstanding warrants to purchase shares of Protagenic common stock, converted, on a 1 for 1 basis, into options (the “New Options”) and new warrants (the “New Warrants”) respectively, to purchase shares of the Company’s Series B Preferred Stock. The New Options will be administered under Protagenic’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”), which the Company assumed and adopted on the Closing Date in connection with the Merger. The Merger (Continued) On the Closing Date, (i) the former Protagenic common stock was exchanged for the right to receive 6,612,838 shares of Series B Preferred Stock (assuming no exercise of dissenters’ rights by any former Protagenic stockholder); (ii) New Options to purchase 1,707,744 shares of Series B Preferred granted under the 2006 Plan, having an average exercise price of approximately $0.66 per share, were issued to optionees pursuant to the assumption of the 2006 Plan; (iii) the holders of options to purchase the Company’s common stock were issued options (“Predecessor Options”) to purchase 17,784 shares of Series B Preferred Stock at $1.25 per share; (iv) New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.01 per share were issued to holders of Protagenic warrants; and (iv) 2,775,000 shares of Series B Preferred Stock were issued to investors at a purchase price of $1.25 per share in the Private Offering, as defined below. Upon the effectiveness of the Merger, the holders of the Predecessor’s Series A Preferred Stock exchanged all of the issued and outstanding Series A Preferred Stock for an aggregate of 297,468 shares of Series B Preferred Stock (which would become 297,468 shares of Common Stock upon the effectiveness of the Reverse Split). In addition, warrants (“Predecessor Warrants”) to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share were issued to Strategic Bio Partners, LLC, the designee (the “Designee”) of the holders of the Predecessor’s debt in consideration of the cancellation of such debt, and Placement Agent Warrants, to purchase 295,945 shares of Series B Preferred shares. On February 12, 2016, immediately after the closing of the Merger, the Company split off all of its equity interest in 29 wholly-owned subsidiaries. The split-off was accomplished through the sale of all equity interests in these wholly-owned subsidiaries to Quintel Holdings, Inc. The Private Offering At the time of the Merger, a private placement offering closed, whereby 2,775,000 shares of Series B Preferred Stock were sold at a purchase price of $1.25 per share, for the gross consideration of $3,468.

Summary of Significant Accoun13

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements of the Company are unaudited and do not include all of the information and disclosures generally required for annual financial statements. In the opinion of management, the statements contain all material adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s condensed consolidated financial position as of December 31, 2015, and the condensed consolidated results of its operations for the three-month and six-month periods ended December 31, 2015 and 2014, and cash flows for the six-month periods ended December 31, 2015 and 2014. This report should be read in conjunction with the Company’s Annual Report on Form 10-K, filed with Securities and Exchange Commission on September 25, 2015, which contains the complete information and disclosure for the year ended June 30, 2015. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
Principles of Consolidation	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 condensed consolidated financial statements include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated.
Use of Estimates	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.
Earnings per Share	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 or if-converted method. Potential dilutive securities for the Company include outstanding convertible preferred shares, stock options and convertible debts. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2015 and December 31, 2014, because such securities are anti-dilutive, are as follows: As of December 31, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Convertible notes 140,098 — Total 4,875,140,098 4,875,000,000
Recent Accounting Pronouncements	Recent Accounting Pronouncements In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments The FASB, the Emerging Issues Task Force and the SEC have issued certain accounting standards updates and regulations as of December 31, 2015 that will become effective in subsequent periods. However, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2015 and 2014 and it does not believe that any of these pronouncements will have a significant impact on the condensed consolidated financial statements at the time they become effective.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2015 and December 31, 2014, because such securities are anti-dilutive, are as follows: As of December 31, 2015 2014 Convertible preferred shares 4,600,000,000 4,600,000,000 Options to purchase common stock 275,000,000 275,000,000 Convertible notes 140,098 — Total 4,875,140,098 4,875,000,000

Convertible Notes Payable Due15

Convertible Notes Payable Due to Stockholders (Tables)	6 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
Schedule of Secured Debt	As part of this agreement, if the Company completes a private placement of its Series B Preferred Stock prior to the maturity thereof, each lender has agreed to convert or assign all principal sums under the Amended Convertible Notes to be used as a purchase price in the Private Placement. Amount Due Outstanding as of June 30, 2015 $ 515 Issued 150 Outstanding as of December 31, 2015 $ 665

Nature of Operations - Addition

Nature of Operations - Additional Information (Detail) - Momspot LLC [Member]	Feb. 12, 2016	Jul. 12, 2013
Nature Of Operations And Going Concern [Line Items]
Business acquisition, percentage of voting interests acquired		51.00%
Subsequent Event [Member]
Nature Of Operations And Going Concern [Line Items]
Ownership interest sold	51.00%
Ownership interest in non-controlling owners	49.00%

Liquidity and Going Concern - A

Liquidity and Going Concern - Additional Information (Detail) - USD ($)	Dec. 09, 2015	Dec. 31, 2015	Dec. 31, 2014	Oct. 30, 2015	Sep. 03, 2015	Jun. 30, 2015	Jun. 30, 2014
Liquidity And Going Concern [Line Items]
Cash and cash equivalents, at carrying value		$ 4,000	$ 150,000			$ 62,000	$ 101,000
Working capital deficit		867,000
Notes payable - due to stockholders		665,000
Net cash provided by (used in) operating activities, continuing operations		(208,000)	$ (191,000)
Total shareholders' deficit		$ (866,000)				$ (571,000)
Debt instrument, interest rate, stated percentage	0.00%
Debt Instrument, Maturity Date	Mar. 1, 2016
Convertible Notes [Member]
Liquidity And Going Concern [Line Items]
Debt Instrument, Face Amount	$ 50,000			$ 50,000	$ 50,000
Debt instrument, interest rate, stated percentage	5.00%
Debt Instrument, Maturity Date	Aug. 31, 2016
Shareholder One [Member] | Convertible Notes [Member]
Liquidity And Going Concern [Line Items]
Debt Instrument, Face Amount	$ 25,000			25,000	25,000
Shareholder Two [Member] | Convertible Notes [Member]
Liquidity And Going Concern [Line Items]
Debt Instrument, Face Amount	$ 25,000			$ 25,000	$ 25,000

Summary of Significant Accoun18

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,875,140,098	4,875,000,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	140,098
Options to Purchase Common Stock [Member]
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 [Member]
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

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands	Feb. 02, 2016$ / sharesshares	Feb. 28, 2014$ / sharesshares	Feb. 11, 2014$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares	Feb. 12, 2016$ / shares	Jan. 01, 2016$ / shares	Jun. 30, 2015$ / sharesshares
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, expiration period			5 years
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, 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 1 month 6 days
Preferred stock, shares authorized | shares				5,000,000,000			5,000,000,000
Preferred stock, par or stated value per share				$ 0.000001			$ 0.000001
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Stock split description				Each share of Series B Preferred stock will immediately and automatically convert into one share of common stock upon the Company amending its certificate of incorporation to effect a 15,463.7183 to 1 reverse stock split of its common stock. Prior to the Reverse Stock Split, the Series B Preferred Stock votes together with the Company's common stock as a single class, with each share of Series B Preferred Stock having a vote that equals to that of 15,463.7183 shares of common stock.
Subsequent Event [Member] | Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized | shares	18,000,000
Preferred stock, par or stated value per share	$ 0.000001				$ 0.000001	$ 1.25
Preferred stock converted in to common stock	1
Stock split, ratio	15,463.7183
Sebastian Giordano [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares			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, expiration period		5 years
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares		50,000,000	50,000,000

Convertible Notes Payable Due20

Convertible Notes Payable Due To Stockholders - Additional Information (Detail) - USD ($)

Feb. 11, 2016

Jan. 01, 2016

Dec. 09, 2015

Oct. 30, 2015

Sep. 03, 2015

May. 15, 2015

Dec. 18, 2014

Aug. 15, 2014

Dec. 31, 2015

Dec. 31, 2014

Dec. 31, 2015

Dec. 31, 2014

Feb. 12, 2016

Feb. 02, 2016

Jun. 30, 2015

Debt Instrument [Line Items]

Proceeds from Notes Payable

$ 150,000

$ 240,000

Debt Instrument, Maturity Date

Mar. 1, 2016

Debt instrument, interest rate, stated percentage

0.00%

Interest Expense, Debt

$ 8,000

$ 4,000

14,000

$ 7,000

Interest Payable, Current

$ 35,000

$ 35,000

$ 21,000

Preferred stock, per share

$ 0.000001

$ 0.000001

$ 0.000001

Subsequent Event [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 665,000,000

Warrant expiration period

5 years

Issuance of warrants to purchase preferred stock shares

295,945,000

3,403,367

Series B Preferred Stock [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Preferred stock, per share

$ 1.25

$ 0.000001

$ 0.000001

Prior Notes [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 515,000

Debt Instrument, Maturity Date

Aug. 31, 2016

Principal Stockholders Two [Member]

Debt Instrument [Line Items]

Proceeds from Convertible Debt

$ 25,000

$ 25,000

$ 25,000

Existing Secured Lender [Member]

Debt Instrument [Line Items]

Proceeds from Convertible Debt

$ 50,000

$ 50,000

$ 50,000

Secured Promissory Notes [Member]

Debt Instrument [Line Items]

Proceeds from Notes Payable

$ 100,000

$ 150,000

$ 90,000

Debt Instrument, Maturity Date

Jul. 31, 2015

Debt Instrument, Interest Rate During Period

5.00%

Debt Instrument, Interest Rate, Increase (Decrease)

12.00%

Debt Instrument, Issuance Date

Aug. 15, 2014

Secured Promissory Notes [Member] | Principal Stockholders One [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 50,000

$ 75,000

$ 45,000

Convertible Promissory Notes [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 57,000

Debt Instrument, Maturity Date

Mar. 1, 2016

Debt instrument, interest rate, stated percentage

0.00%

Amended Convertible Notes [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 114,000

Convertible Notes Payable Due21

Convertible Notes Payable Due to Stockholders - Schedule of Secured Debt (Detail) $ in Thousands	6 Months Ended
	Dec. 31, 2015USD ($)
Debt Instruments [Abstract]
Outstanding as of June 30, 2015	$ 515
Issued	150
Outstanding as of December 31, 2015	$ 665

Other Matters - Additional Info

Other Matters - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended		10 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	May. 10, 2012	Jun. 30, 2014	Dec. 31, 2015
New York Workers' Compensation Claim [Member]
Loss Contingencies [Line Items]
Filed against the Company for the failure to carry workers' compensation insurance			$ 62
Accrued amount					$ 62
IRS Claim [Member]
Loss Contingencies [Line Items]
Accrued amount					$ 31
Tax, penalties and interest	$ 31	$ 31		$ 31

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Thousands	Feb. 12, 2016USD ($)Subsidiaries$ / sharesshares	Feb. 11, 2014$ / shares	Feb. 02, 2016$ / shares	Jan. 01, 2016$ / sharesshares	Dec. 31, 2015$ / sharesshares	Jun. 30, 2015$ / sharesshares
Subsequent Event [Line Items]
Convertible preferred stock, par or stated value per share (in dollars per share) | $ / shares					$ 0.000001	$ 0.000001
Average exercise price | $ / shares		$ 0.002
Preferred stock issued					4,600,000,000	4,600,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase series B preferred stock	3,403,367			295,945,000
Average exercise price | $ / shares	$ 1.01
Series A preferred stock conversion to series B preferred stock	297,468
Common stock reversal split	297,468
Equity split to number of subsidiaries | Subsidiaries	29
Subsequent Event [Member] | Predecessor Warrants [Member]
Subsequent Event [Line Items]
Warrants issued	295,945
Subsequent Event [Member] | Placement Agent Warrants [Member]
Subsequent Event [Line Items]
Warrants issued	295,945
Subsequent Event [Member] | Protagenic Therapeutics Inc [Member]
Subsequent Event [Line Items]
Common stock to series B preferred stock ratio	1
Conversion of warrants to purchase series B preferred stock ratio	1
Subsequent Event [Member] | Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Convertible preferred stock, par or stated value per share (in dollars per share) | $ / shares	$ 0.000001		$ 0.000001	$ 1.25
Common stock exchanged for series B preferred stock	6,612,838
Subsequent Event [Member] | Series B Preferred Stock [Member] | Predecessor Options [Member]
Subsequent Event [Line Items]
Preferred stock issued	17,784
Preferred stock purchase price per share | $ / shares	$ 1.25
Subsequent Event [Member] | Series B Preferred Stock [Member] | Private Placement Offering [Member]
Subsequent Event [Line Items]
Preferred stock issued	2,775,000
Preferred stock purchase price per share | $ / shares	$ 1.25
Preferred stock issued at consideration | $	$ 3,468
Two Thousand and Six Plan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Options to purchase series B preferred stock	1,707,744
Average exercise price | $ / shares	$ 0.66
Two Thousand and Six Plan [Member] | Subsequent Event [Member] | Protagenic Therapeutics Inc [Member]
Subsequent Event [Line Items]
Conversion of options to purchase series B preferred stock ratio	1