Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | 20-May-15 | |
Document and Entity Information: | ||
Entity Registrant Name | ACCEL BRANDS, INC. | |
Entity Trading Symbol | ACLP | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1077800 | |
Current Fiscal Year End Date | -24 | |
Entity Common Stock, Shares Outstanding | 794,186,045 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Assets {1} | ||
Cash and cash equivalents | $4,109 | $26,640 |
Accounts Receivable | 29,617 | 0 |
Inventory | 190,325 | 0 |
Note Receivable | 35,000 | 0 |
Deferred Financing costs | 207 | 1,470 |
Other Current Assets | 34,352 | 0 |
Total current assets | 293,610 | 28,110 |
Property and equipment - net | 45,258 | 59,598 |
Other Capitalized costs | 49,130 | 0 |
Investment in Unconsolidated Subsidiary | 0 | 1,039,074 |
Goodwill | 4,279,861 | 0 |
Total non-current assets | 4,384,429 | 1,098,672 |
Total assets | 4,667,859 | 1,126,782 |
Current Liabilities | ||
Accounts payable | 1,261,579 | 1,261,579 |
Accrued expenses | 1,635,491 | 406,593 |
Accrued compensation | 351,555 | 371,555 |
Accrued Dividends | 77,110 | 0 |
Liability for restricted common shares to be issued | 55,000 | 0 |
Derivative Liability | 901,387 | 66,962 |
Amounts due to Management of Consolidated Subsidiary | 334,898 | 0 |
Current portion of notes payable- net of discounts of $ 178,460 and $126,722 at March 31 , 2015 and June 30, 2014 , respectively | 868,831 | 647,448 |
Non-convertible debt- current | 481,684 | 0 |
Total current liabilities | 5,967,534 | 2,754,138 |
Long-term portion of non-convertible debt | 0 | 0 |
Other Long Term Obligations | 8,500 | 0 |
Total Non-current Liabilities | 8,500 | 0 |
Total Liabilities | 5,976,034 | 2,754,138 |
Stockholders' (Deficit) | ||
Preferred stock- Series E 5% Convertible; stated value $1,000 per share; -0- issued and outstanding at March 31 2015 and June 30, 2014, respectively | 0 | 0 |
Preferred stock- Series F Convertible; stated value $1,000 per share; 90 shares issued and outstanding at March 31, 2015 and June 30, 2014, Liquidation preference, $90,000 | 0 | 0 |
Preferred stock- Series G Convertible; stated value $1,000 per share; No shares issued and outstanding at March 31, 2015 and June 30, 2014 | 0 | 0 |
Preferred stock- Series H Convertible; stated value $1,000 per share; 51 shares issued and outstanding at March 31, 2015 and June 30, 2014 | 0 | 0 |
Preferred stock- Series I Convertible; stated value $1,000 per share; -0- and 3,500 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized | 0 | 4 |
Preferred stock- Series J 10% Convertible; stated value $1,000 per share; 1,525 and -0- shares issued and outstanding at March 31, 2015 and June 30, 2014. Par value $.001, 3,500 shares authorized. Liquidation preference of $1,525,000 at March 31, 2015 | 2 | 0 |
Preferred stock- Series K 10% Convertible; stated value $1,000 per share; 750 and -0- issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized. Liquidation preference of $750,000 at March 31, 2015 | 1 | 0 |
Common stock, $0.001 par value, 9,950,000,000 shares authorized; 685,019,378 and 16,485,064 issued and outstanding at March 31, 2015 and June 30, 2014, respectively | 685,019 | 16,485 |
Additional paid-in capital | 11,580,282 | 8,537,314 |
Accumulated Deficit | -13,270,130 | -9,979,082 |
Total stockholders' (deficit) of AccelPath, Inc. | -1,004,826 | -1,425,279 |
Non-Controlling interest | -303,348 | -202,077 |
Total stockholders' (deficit) | -1,308,175 | -1,627,356 |
Total liabilities and stockholders' (deficit) | $4,667,859 | $1,126,782 |
BALANCE_SHEETS_PARENTHETICALS_
BALANCE SHEETS PARENTHETICALS (Unaudited) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Parentheticals | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 9,950,000,000 | 9,950,000,000 |
Common Stock, Shares Issued | 685,019,378 | 16,485,064 |
Common Stock, Shares Outstanding | 685,019,378 | 16,485,064 |
Preferred stock- Series E 5% Convertible stated value per share | $1,000 | $1,000 |
Preferred stock- Series E 5% Convertible shares issued | 0 | 0 |
Preferred stock- Series E 5% Convertible shares outstanding | 0 | 0 |
Preferred stock- Series F Convertible; stated value per share | $1,000 | $1,000 |
Preferred stock- Series F Convertible; shares issued | 90 | 90 |
Preferred stock- Series F Convertible; shares outstanding | 90 | 90 |
Preference - Series F in liquidation shares amounted | $90,000 | $90,000 |
Preferred stock- Series G Convertible; stated value per share | $1,000 | $1,000 |
Preferred stock- Series G Convertible; shares issued | 0 | 0 |
Preferred stock- Series G Convertible; shares outstanding | 0 | 0 |
Preferred stock- Series H Convertible; stated value per share | $1,000 | $1,000 |
Preferred stock- Series H Convertible; shares issued | 51 | 51 |
Preferred stock- Series H Convertible; shares outstanding | 51 | 51 |
Preferred stock- Series I Convertible; stated value per share | 1,000 | 1,000 |
Preferred stock- Series I Convertible; shares issued | 0 | 3,500 |
Preferred stock- Series I Convertible; shares outstanding | 0 | 3,500 |
Preferred stock- Series J 10 % Convertible; stated value per share | $1,000 | $1,000 |
Preferred stock- Series J 10 % Convertible; shares issued | 1,525 | 0 |
Preferred stock- Series J 10 % Convertible; shares outstanding | 1,525 | 0 |
Preferred stock- Series J 10% Convertible; par value | $0.00 | $0.00 |
Preferred stock- Series J 10% Convertible; Shares Authorized | 3,500 | 3,500 |
Preference - series J 10% in liquidation shares amounted | 1,525,000 | 0 |
Preferred stock- Series K 10 % Convertible; stated value per share | $1,000 | $1,000 |
Preferred stock- Series K 10 % Convertible; shares issued | 750 | 0 |
Preferred stock- Series K 10 % Convertible; shares outstanding | 750 | 0 |
Preferred stock- Series K 10% Convertible; par value | $0.00 | $0.00 |
Preferred stock- Series K 10% Convertible; Shares Authorized | 3,500 | 3,500 |
Preference - series K 10% in liquidation shares amounted | 750,000 | 0 |
Net discount of Current notes payable | $178,460 | $126,722 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
REVENUE: | ||||
Revenues | $0 | $54,000 | $58,581 | $162,000 |
Cost of Revenues | 0 | 0 | 5,779 | 0 |
Gross Profits | 0 | 54,000 | 52,802 | 162,000 |
Operating Expenses | ||||
Selling General and Administrative Expenses | 267,254 | -155,498 | 710,617 | 557,025 |
Total Operating Expenses | 267,254 | -155,498 | 710,617 | 557,025 |
Operating Income (Loss) | -267,254 | 209,498 | -657,815 | -395,025 |
Other Income (Expense) | ||||
Interest expense | -152,473 | -137,181 | -444,937 | -305,113 |
Loss on Conversion of Debt | 0 | 0 | -367,575 | -310,836 |
Derivative Liability Expense | -145,018 | 0 | -369,539 | 0 |
Adjustment to Fair Value of Derivative Liability | -155,395 | 0 | -21,123 | 0 |
Technology licensing Income | 0 | 3,024 | 0 | 9,525 |
Total Other Income (Expense) - net | -452,885 | -134,157 | -1,203,174 | -606,424 |
Net Income (Loss) | -720,140 | 75,341 | -1,860,990 | -1,001,449 |
Net income (Loss) attributable to non-controlling interest | 101,271 | 0 | 101,271 | 0 |
Net Income (Loss) Accelpath, Inc. | -618,868 | 75,341 | -1,759,718 | -1,001,449 |
Deemed and cash dividends to Preferred Stockholders | -77,110 | -1,139 | -77,110 | -1,139 |
Net loss applicable to Common shareholders | ($695,978) | $74,202 | ($1,836,828) | ($1,002,588) |
Net loss per common share - basic and diluted | $0 | $0.02 | ($0.01) | ($0.37) |
Weighted average number of common shares outstanding during the period/year - basic and diluted | 685,019,378 | 3,970,198 | 330,095,798 | 2,694,285 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) (USD $) | Preferred stock Series E | Preferred stock Series F | Preferred stock Series G | Preferred stock Series H | Preferred stock Series I | Preferred stock Series J | Preferred stock Series K | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest in Subsidiary | Total Stockholders' Equity (Deficit) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||
Balance at Jun. 30, 2014 | 0 | 4 | 16,485,064 | 16,485 | 8,537,314 | -9,979,082 | -202,077 | -1,627,356 | |||||
Shares issued for conversion of debt | 608,833,551 | 608,834 | -50,547 | 558,287 | |||||||||
Shares issued for 3a10 program | $59,697,000 | $59,697 | ($25,345) | $34,352 | |||||||||
Fractional shares issued for reverse split | 3,763 | 4 | 4 | ||||||||||
Write-down of Investment in Unconsolidated subsidiary | -4 | -1,039,071 | -1,039,074 | ||||||||||
Issuance of Series J Preferred Stock | 0 | 2 | 2,145,488 | 2,145,489 | |||||||||
Accumulated net loss in Village Tea upon acquisition | 0 | -608,837 | |||||||||||
Issuance of Series K Preferred Stock | 1 | 2,089,551 | 2,089,552 | ||||||||||
Accumulated net loss in STI upon acquisition | -922,493 | -922,493 | |||||||||||
Minority Gain (loss) in results of operations from consolidated subsidiaries | 0 | -101,271 | -101,271 | ||||||||||
Dividends Accrued on Series J and Series K Preferred stock | -77,110 | -77,110 | |||||||||||
Net loss | ($1,759,718) | ($1,759,718) | |||||||||||
Balance at Mar. 31, 2015 | 0 | 2 | 1 | 685,019,378 | 685,019 | 11,580,282 | -13,270,130 | -303,348 | -1,308,175 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) Accel Brands, Inc. | ($1,759,718) | ($1,001,449) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss from Conversion of debt | 367,575 | 310,836 |
Stock based compensation | 0 | 401,102 |
Depreciation and amortization of property and equipment | 14,340 | 14,340 |
Amortization of Deferred Financing Costs | 3,764 | 0 |
Amortization of note payable discount | 393,262 | 259,343 |
Derivative Liability Expense | 369,539 | 0 |
Adjustment to Fair Value of Derivative Liability | 21,123 | 0 |
Amortization of Original Issue Discount | 247 | 6,444 |
Accrued interest and legal fees issued for notes | 18,587 | 3,426 |
Previously Accrued dividends converted to notes payable | 0 | 13,143 |
Reduction in liabilities for issuance of common stock | 0 | 12,091 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | -29,617 | 0 |
Decrease (increase) in Inventory | -190,325 | 0 |
Decrease (increase) in Notes Receivable | -35,000 | 0 |
Increase (decrease) in Accrued Expenses and other liabilities | 1,228,898 | -387,692 |
Increase (decrease) in Accrued Compensation | -20,000 | 0 |
Cash expenditures for working capital items at consolidated subsidiaries | 18,133 | 0 |
Net cash provided by (used in) operating activities | 400,807 | -368,416 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net working capital acquired in STI Signature Spirits Acquisition | -911,769 | 0 |
Net working capital acquired in Village tea Acquisition | 45,931 | 0 |
Net cash used in investing activities | -865,838 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable, net of deferred financing costs | 442,500 | 369,000 |
Net cash provided by financing activities | 442,500 | 369,000 |
Net (Decrease) in Cash | -22,531 | 584 |
Cash - Beginning of Period/Year | 26,640 | 1,201 |
Cash - End of Period/Year | 4,109 | 1,785 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of common stock warrants issued with convertible notes payable | 0 | 0 |
Fair value of beneficial conversion feature on notes payable | 0 | 369,000 |
Debt discount recorded on convertible debt accounted for as a derivative liability | 445,000 | 0 |
Notes payable, accrued interest and other fees converted to common stock | 221,786 | 0 |
Preferred Stock- Series E converted to Notes payable, including accrued dividends of $-0- and $14,282, respectively for September 30, 2014 and September 30, 2013 | 0 | 114,282 |
Cash dividend accrued on Preferred Stock-Series E | 0 | 1,138 |
Change in Fair Value of Investment in Unconsolidated subsidiary | -1,039,074 | 0 |
Common stock issued for 3a10 program | 34,352 | 0 |
Liquidation preference upon Issuance of Series J Convertible Preferred stock | 1,525,000 | 0 |
Liquidation preference upon Issuance of Series K Convertible Preferred stock | 750,000 | 0 |
Liability for restricted common shares to be issued | 55,000 | 0 |
Accrued Dividends issued on Series J Preferred stock | 66,014 | 0 |
Accrued Dividends issued on Series K Preferred stock | $11,096 | $0 |
OVERVIEW_NATURE_OF_OPERATIONS_
OVERVIEW, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2015 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
1. OVERVIEW, CHANGE IN BUSINESS MODEL, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
Overview | |
Accel Brands, Inc. (formerly - AccelPath, Inc.) (the “Company”) includes the following entities: | |
Wholly-owned subsidiaries: | |
Accelpath LLC (“Accelpath”) | |
Genex (See Item 5- Other Information for more detail) | |
Majority Owned Subsidiaries: | |
Village Tea Distributors Company, Inc. (“Village Tea”) – 70% owned | |
STI Signature Spirits Group, LLC (“STI”) . -52% owned | |
Material Definitive Agreements | |
Village Tea | |
On October 16, 2014, Accel Brands entered into an Securities Purchase Agreement with the common stock and preferred stock shareholders (the “Sellers”) of Village Tea holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Village Tea, is a provider of environmentally-friendly exotic teas sourced directly from growers throughout Asia and Africa. Combining exquisite taste with extraordinary health benefits, the Company plans to create a niche presence in the tea market and provide its products through leading health food retail chains, major retailers, specialty shops and its own outlets. Upon the closing of the transaction on October 24, 2014, Village Tea became a majority-owned subsidiary of Accel Brands. Accel Brands issued 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, Series J. The Series J Preferred Stock has a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accel Brands at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accel Brands agreed to assume $538,500.00 worth of the debt obligations of Village Tea in connection with the Agreement. | |
The foregoing information is a summary of the Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, which is attached an exhibit. Please see our Form 8-K filed October 16. 2014 and related exhibits incorporated by reference in this report for more detail. | |
STI | |
On February 5, 2015, The Company entered into a Securities Purchase Agreement (the “Agreement”) with STI, and the members of STI (collectively referred to as the Sellers). Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing 52% of the outstanding membership units of STI (the “Majority Interest”), to the Company. In exchange for the Majority Interest, the Company shall issue shares of a newly created Series K preferred stock (the “Preferred Stock”) with a stated value of $750,000 and $55,000 of restricted common stock of the Company and will assume $485,516.53 worth of STI’s debt. Further, the Sellers shall be entitled to additional shares of Preferred Stock with a stated value of $2,250,000 pursuant to a three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015. | |
The foregoing information is a summary of the Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, which is attached an exhibit. Please see our Form 8-K filed February 10. 2015 and related exhibits incorporated by reference in this report for more detail. | |
Change in Business Model and Nature of Operations | |
Through the material definitive agreements cited above, the Company has changed its focus from a provider of pathological diagnostic services to a provider of high quality teas and spirits. For segment reporting purposes, these are considered to be one segment, Beverages. Our Beverage segment consists of Village Tea and STI. | |
Village Tea, headquartered in National Harbor, MD is the owner of the Village Tea Company brand of premium loose leaf teas and tea accessories. We were incorporated in the State of Texas on January 11, 2011. | |
Village Tea, sources high-quality, unique teas that are blended to create distinct flavor combinations which are packaged in a variety of creative and earth-friendly ways for wholesale and retail sales. The brand is currently available in several major retailers in North America including Vitamin Shoppe®, Whole Foods® Markets, Winners®, HomeSense® Akins/Chamberlin® Natural Foods Markets and many other independent specialty and grocery store retailers. Village Tea products are also available through ecommerce retailers such as Amazon, the company's own website, www.villageteaco.com and others. | |
STI headquartered in New York City is the owner of two brands of Tequila , Copa Imperial and Tiny’s Tequila. Both brands are very high quality and appeal to targeted niche segments. We are a State of New York limited liability company and began operations in January 2013. | |
Copa Imperial | |
Copa Imperial (“Copa”) is a premium tequila brand made in Mexico. There are four products (the “Copa Tequilas”) : a) Tequila Blanco (“White Tequila”) , b) Tequila Reposado (“Tranquil Tequila), c) Tequila Anejo (“Old Tequila”) and d) Tequila Extra Anejo (“Very Old Tequila.”) Each product has its specific visual appearance, aromatic scent and taste that distinguishes itself from the others as well as competitive tequilas. The Copa Tequilas get their high quality through the use of 100% organic blue agave. In fact, the Copa Tequilas are the world’s first certified organic and kosher Tequila and get their distinctive taste through their mixture of ingredients and the aging process. | |
The target market for the Copa Tequilas is professional men between 25 and 40 who drink occasionally but who enjoy a high quality experience when they drink. They will be sold through high-end hotels and quality drinking establishments. | |
Tiny’s Tequila | |
Tiny’s Tequila is hosted by Grammy Award winning singer/songwriter Tameka “Tiny” Harris. Tiny was looking to develop a line of premium infused sipping tequila that has great taste and minimal burn. Currently, there are two products, Orange Blossom and Lime Light that are great tasting but also give a subtle finish. All natural ingredients combined with a new age refinement give a wonderful taste. This product line is geared mostly towards the young professional female. The Company provides the bottles for this work and receives a share of the proceeds when it is sold to the distributor. | |
See our website at www.tinystequila.com for more information. | |
Accelpath LLC, our pathology diagnostic service ceased to be active during the quarter ended December 31, 2014. | |
Basis of Presentation | |
The accompanying consolidated financial statements include the operations of the Company, its wholly-owned subsidiary Accelpath, LLC its 70% owned consolidated subsidiary, Village Tea and its 52% owned subsidiary, STI. | |
The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity. | |
All significant inter-company balances and transactions have been eliminated in consolidation. | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission. | |
Recent Accounting Pronouncements | |
There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements. |
GOING_CONCERN_UNCERTAINTY_AND_
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLAN | 9 Months Ended |
Mar. 31, 2015 | |
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLAN: | |
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLAN | 2. GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company had a net loss applicable to common shareholders of $1,836,828 for the nine months ended March 31, 2015 and a net loss applicable to common shareholders of $2,510,089 for the year ended June 30, 2014. Further, the Company had a working capital deficit of $5,673,925 and a stockholders’ deficit of $1,308,175 at March 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
Management is anticipating revenue growth through expansion of its customer base, and is also actively seeking financing through new and existing investors to fund operations. There is no assurance that the Company can reverse its net losses, or that the Company will be able to raise capital. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
OTHER_CURRENT_ASSETS_AND_ACCOU
OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE. | 9 Months Ended |
Mar. 31, 2015 | |
OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE | |
OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE | 3. OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE |
On October 7, 2013, the Circuit Court in the Second Judicial District for Leon County, Florida entered an order approving the stipulation of the parties (the "Stipulation") in the matter of ASC Recap LLC ("ASC") v. Accel Brands, Inc. (the "Company"). Under the terms of the Stipulation, the Company agreed to issue to ASC, as settlement of certain liabilities owed by the Company in the aggregate amount of $1,537,455 (the "Claim Amount"), shares of common stock (the "Settlement Shares") as well as a promissory note in the principal amount of the $75,000.00 maturing six months from the date of issuance, as a fee to ASC ('Fee Note"). ASC had purchased the liabilities from the Company's creditors (both affiliated and non-affiliated) with a face amount of $1,537,455. The total amount of liabilities, as reported by the Company in this Form 10-Q for the quarter ended March 31, 2015, was $3,961,093, inclusive of the $1,612,455 representing the Claim Amount and the Fee Note. | |
Pursuant to the Stipulation entered into by the parties, the Company agreed to issue to ASC, in one or more tranches as necessary, that number of shares of common stock sufficient to generate net proceeds (less a discount of twenty five percent (25%)) equal to the Claim Amount, as defined in the Stipulation. The parties reasonably estimated that, should the Company issue Settlement Shares sufficient to satisfy the entire Claim Amount, the fair market value of such Settlement Shares and all other amounts to be received by ASC would equal approximately $2,145,000. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by ASC shall not exceed 9.99% of the Company's outstanding common stock at any one time. | |
In connection with the issuance of the Settlement Shares, the Company may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act. To date, the Company has issued 59,697,000 Settlement Shares to ASC. All of these shares were issued after the balance sheet date. As such, the full Claim Amount remains outstanding and payable to ASC at March 31, 2015. Based upon the reported closing trading price of the Company's common stock on May 19, 2015 of $.0001 per share, if all $2,145,000 worth of liabilities were satisfied pursuant to the Stipulation through the issuance of common stock, the Company would issue an aggregate of 2,145,000,000 shares, excluding the 59,697,000 shares already issued. | |
As of the date of this filing, no proceeds from the sale of these shares have been used to repay creditors. At March 31, 2015, the value of the shares upon issuance is recorded as an Other Current Asset of $34,352. |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | ||||||
Mar. 31, 2015 | |||||||
CONVERTIBLE NOTES PAYABLE | |||||||
CONVERTIBLE NOTES PAYABLE | 4. CONVERTIBLE NOTES PAYABLE | ||||||
Notes payable – related parties and a third parties consist of the following: | |||||||
March 31, | June 30, | ||||||
2015 | 2014 | ||||||
Note payable – former Managing Member | $ | 27,750 | $ | 27,750 | |||
Note payable – related corporation | 4,300 | 4,300 | |||||
Notes payable – stockholders | 13,000 | 13,000 | |||||
Convertible notes payable | 977,241 | 729,120 | |||||
Total | 1,022,291 | 774,170 | |||||
Convertible notes payable, discount | -178,460 | -126,722 | |||||
Total, net of discount | 868,831 | 647,448 | |||||
Less current portion | 868,831 | 647,448 | |||||
Long-term debt | $ | - | $ | - | |||
All notes will mature prior to March 31, 2016 | |||||||
During the current fiscal year, the Company has issued $270,000 of notes for consulting purposes and $172,500 in notes for cash. | |||||||
The consulting notes are comprised of nine $30,000 notes which mature between January 1, 2015 and January 1, 2016. They carry no interest and convert into common stock at a 50% discount to the low closing bid price over the prior thirty days | |||||||
The notes for cash are comprised of six notes which convert into common stock at anywhere between a 42% and 50% discount to the prevailing market price. All notes mature before December 31, 2015. | |||||||
Derivative Liability Feature on Notes Payable | |||||||
Prior to the fourth quarter of the prior fiscal year, for conventional convertible debt where the rate of conversion is based on a discount to the prevailing market value, the Company recorded a “beneficial conversion feature” (“BCF”) and related debt discount. | |||||||
The BCF was recorded as a debt discount against the face amount of the respective debt instrument. There would be an offsetting increase to Additional paid in capital as the BCF is deemed to be an increase to equity. The discount would be amortized to interest expense over the life of the debt. | |||||||
Commencing with the fourth quarter of the prior fiscal year, the Company reconsidered the requirements of the Financial Accounting Standards Board Accounting Standards Classification 820 (‘FASB ASC 820” or “ASC 820”) and determined that newly issued debt were derivative financial instruments. As such, a derivative expense was recorded on the issuance of the debt as well as a quarterly mark to market | |||||||
Interest Expense | |||||||
Interest expense on notes payable, including amortization of the discount on the convertible notes and the accrual of the Original Issue Discount, was $444,937 and $305,113 for the nine months ended March 31, 2015 and 2014, respectively. | |||||||
Interest expense on notes payable, including amortization of the discount on the convertible notes and the accrual of the Original Issue Discount, was $152,473 and $137,181 for the three months ended March 31, 2015 and 2014, respectively. |
NONCONVERTIBLE_DEBT
NON-CONVERTIBLE DEBT | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
NON-CONVERTIBLE DEBT: | ||||||||
NON-CONVERTIBLE DEBT | 5. NON-CONVERTIBLE DEBT | |||||||
The Company issued the following Note Payables. All Notes of these Notes were issued at their majority-owned and consolidated Village Tea and STI subsidiaries | ||||||||
2013 | ||||||||
Ten separate notes form an investor were received in 2013 as follows: | ||||||||
Date Issued | Maturity Date | Interest rate | Amount | |||||
23-Feb-13 | 30-Jun-14 | 10% | $ | 100,000 | ||||
February 27,2013 | 30-Jun-14 | 8% | $ | 1,500 | ||||
14-Mar-13 | 30-Jun-14 | 8% | $ | 6,500 | ||||
April 23,2013 | 30-Jun-14 | 8% | $ | 5,000 | ||||
9-May-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
30-Jun-13 | 30-Jun-14 | 8% | $ | 7,500 | ||||
11-Jul-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
29-Jul-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
23-Aug-13 | June 30,2014 | 8% | $ | 13,000 | ||||
29-Aug-13 | 30-Jun-14 | 10% | $ | 9,000 | ||||
Various* | On demand | -0-% | 12,184 | |||||
Total for 2013 | $ | 184,684 | ||||||
*- These notes are from employees and are non- interest bearing and unsecured. | ||||||||
2012 | ||||||||
An investor lent the Company $80,000 for operating expenses throughout the year. These expenses were put forth in a note that matures on January 1, 2015 and carries no interest. | ||||||||
2011 | ||||||||
Beverley Reif lent the Company $100,000 on March 15, 2011. The note bore an interest rate of 5% and matured on September 15, 2011. If the note were not paid by maturity, the interest rate would increase to 18%. | ||||||||
Dana Pope lent the Company $57,000 on March 15, 2011. The note bore an interest rate of 5% and matured on September 15, 2011. If the note were not paid by maturity, the interest rate would increase to 18%. | ||||||||
Both of these notes are currently subject to a litigation. See footnote 9 below. | ||||||||
An investor lent the Company $60,000 for operating expenses throughout the year. These expenses were put forth in a note that matures on January 1, 2015 and carries no interest. | ||||||||
Non-Convertible Debt Summary | ||||||||
2011 notes | $ | 217,000 | ||||||
2012 notes | 80,000 | |||||||
2013 notes | 184,684 | |||||||
Total Non-Convertible Debt | $ | 481,684 | ||||||
PREFERRED_STOCK
PREFERRED STOCK | 9 Months Ended |
Mar. 31, 2015 | |
PREFERRED STOCK | |
PREFERRED STOCK | 6. PREFERRED STOCK |
Series E | |
As of March 31, 2015, the Company has -0- outstanding shares of its Series E 5% Convertible Preferred Stock outstanding. During the quarter ended March 31, 2014, the Company exchanged its remaining 100 shares of Series E Preferred Stock plus $14,282 of accrued dividends into a new Secured Note of $114,282 (See Footnote Three above) The Company accrued cash dividends payable of $-0- and $1,139 for the three months ended March 31, 2015 and 2013, respectively. At March 31, 2015, there are no accrued dividends payable included in accrued expenses and other current liabilities. | |
Series F | |
On September 7, 2012, the Company authorized 100 shares of Series F Convertible Preferred Stock, with a stated value of $1,000. The Series F Preferred is convertible into common stock at any time at the option of the holder. The number of shares of common stock into which one share of Series F Preferred is convertible is determined by (i) dividing $1,000 (the stated value) outstanding by the closing bid price on the trading day immediately prior to the date of the conversion notice (the “Conversion Price”), and (ii) multiplying by ten; provided that if the closing bid price on such trading day is less than $0.02 per share ($5.00 post-split), then the Conversion Price shall be $0.02 ($5.00 post-split). Accordingly, the authorized 100 shares of Series F Preferred are currently convertible into 180,000 shares of common stock using a Conversion Price of $5.00. | |
On September 10, 2012, the Company issued 90 shares of its Series F Preferred Stock for the purchase price of $90,000 to certain existing investors of the Company. The 90 shares of Series F Preferred are currently convertible into 180,000 shares of common stock. The Company determined that there was a beneficial conversion feature of $360,000 for the issuance of the 90 shares of Series F Preferred Stock. The beneficial conversion feature was calculated based on the effective conversion price per share compared to the fair value per share of common stock on the commitment date. | |
Series G | |
On September 18, 2012, the Company authorized 1,250 shares of Series G Convertible Preferred Stock, with a stated value of $1,000. The Series G Preferred is convertible into common stock at any time at the option of the holder three months after the date of issuance. After five years from the date of issuance or upon a change of control, the Series G Preferred is automatically converted into shares of common stock. The number of shares of common stock into which one share of Series G Preferred is convertible is determined by dividing $1,000 (the stated value) outstanding by the closing bid price on the trading day immediately prior to the date of the conversion notice (the “Conversion Price”); provided that if the closing bid price on such trading day is less than $0.02 per share, then the Conversion Price shall be $0.02. Accordingly, the authorized 1,250 shares of Series G Preferred are convertible into 62,500,000 shares of common stock at an assumed Conversion Price of $0.02. As of March 31, 2015 and 2013, there was no Series G Convertible Preferred Stock issued and outstanding. | |
Series H | |
The number, designation, rights, preferences and privileges of the Series H Preferred were established by the Board at a meeting on April 2, 2013. The designation, rights, preferences and privileges that the Board established for the Series H Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Delaware on April 3, 2013. Among other things, the Certificate of Designation provides that each one share of Series H Preferred has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. | |
At a meeting of the Board, the Board issued an aggregate of fifty one (51) shares of Series H Preferred to one individual, Shekhar Wadekar, Chief Executive Officer of the Company. As a result of the voting rights granted to the Series H Preferred, the Series H Stockholder holds in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company | |
On March 21, 2014, ownership of the Series H Preferred was transferred to Mr. Steedley, our Chief Executive Officer. | |
Series I | |
As previously disclosed, on October 24, 2013, The Company and EIP entered into an Agreement and Plan of Reorganization in which EIP was to become a wholly-owned subsidiary of The Company. On October 9, 2014 EIP gave notice to Accel Brands of its intention to terminate the Agreement. As a result, the parties shall take all action required to unwind the transaction, including the return and surrender by The Company of the common stock its holds in EIP, and the return and surrender by EIP of its 3,500 shares of Series I Preferred Stock of The Company. The Company retired all shares of Series I Preferred Stock to treasury. As of the filing date of this report, there are -0- shares issued and outstanding of the Series I Preferred. | |
See our 8-K filing of October 16, 2014 for more detail | |
Series J | |
On October 16, 2014, Accel Brands entered into a Securities Purchase Agreement with the common stock and preferred stock shareholders (the “Sellers”) of Village Tea Distributors, Inc. (“Village Tea”) holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Upon the closing of the transaction on October 24, 2014, Village Tea became a majority-owned subsidiary of Accel Brands. Accel Brands issued 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, which is designated as Series J Preferred Stock. The Series J Preferred Stock has a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accel Brands at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accel Brands agrees to assume the debt obligations of Village Tea in connection with the Agreement. | |
The dividend has been fully accrued since issuance. | |
Series K | |
On February 5, 2015, The Company entered into a Securities Purchase Agreement (the “Agreement”) with STI Signature Spirits Group, LLC, a New York limited liability company (“STI”), and the members of STI (collectively referred to as the Sellers). Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing 52% of the outstanding membership units of STI (the “Majority Interest”), to the Company. In exchange for the Majority Interest, the Company shall issue shares of a newly created Series K preferred stock (the “Preferred Stock”) with a stated value of $750,000 and $55,000 of restricted common stock of the Company and will assume $485,516.53 worth of STI’s debt. Further, the Sellers shall be entitled to additional shares of Preferred Stock with a stated value of $2,250,000 pursuant to a three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015. | |
The foregoing information is a summary of the Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, which is attached an exhibit. Please see our Form 8-K filed February 10. 2015 and related exhibits incorporated by reference in this report for more detail. | |
The dividend has been fully accrued since issuance. |
COMMON_STOCK
COMMON STOCK | 9 Months Ended |
Mar. 31, 2015 | |
COMMON STOCK: | |
COMMON STOCK | 7. COMMON STOCK |
Our common stock is listed on the OTCBB and trades under the symbol ACLP. On September 4, 2014, there was a 1:250 reverse split. | |
During the nine months ended March 31, 2015, the Company issued the following shares: | |
608,833,551 shares pursuant to the conversion of debt, accrued interest and related expenses; | |
59,697,000 shares pursuant to the 3a10 program; | |
3,763 fractional shares associated with the reverse split of September 4, 2014. | |
On March 7, 2011, the Company entered into an Equity Purchase Agreement. Pursuant to the Equity Purchase Agreement, a third party committed to purchase up to $5,000,000 of common stock over the course of 24 months commencing on the effective date of the registration statement pursuant to the registration rights agreement. The registration statement was declared effective on February 9, 2012. The purchase price of the common stock to be sold pursuant to the Equity Purchase Agreement will be 95% of the average of the lowest three closing bid prices, consecutive or inconsecutive, during the five trading day period commencing on the date a put notice requesting that a third party purchase. On July 19, 2012, the Company received proceeds of $6,000 for the sale of 2,807 (701,754 pre-split) shares of common stock pursuant to the Equity Purchase Agreement with a third party. The registration statement is no longer effective. |
OPTIONS_WARRANTS_AND_STOCKBASE
OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION | 9 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION: | |||||||||||
OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION | 8. OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION | ||||||||||
2011 Equity Incentive Plan | |||||||||||
On March 4, 2011, the Board of Directors adopted the 2011 Equity Incentive Plan and reserved up to 50,000,000 shares of common stock for issuance to employees, directors and consultants, subject to stockholder approval. On February 17, 2012, the stockholders approved the plan. The plan also provides for automatic annual increases on January 1st of each year (commencing on January 1, 2012 and ending on January 1, 2021), in the aggregate number of shares reserved equal to the lesser of (a) five percent of the total number of shares outstanding on December 31st of the preceding year or (b) 3,000,000 shares. As of January 1, 2013, the number of shares reserved under the plan automatically increased to 56,000,000. Under the plan, the Board may grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. | |||||||||||
Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. | |||||||||||
Volatility. The Company estimates volatility based on the Company’s historical volatility. | |||||||||||
Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. | |||||||||||
Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the Company has had a significant change in its business operations and the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. | |||||||||||
Forfeitures. Stock-based compensation expense is recorded only for those awards that are expected to vest. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. An annual forfeiture rate of 0% was applied to all unvested options as of March 31, 2015 which was management’s best estimate. This analysis will be re-evaluated semi-annually and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. | |||||||||||
The following weighted average assumptions were used to estimate the fair value of stock options using the Black-Scholes option pricing model: | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||
Risk-free interest rate | 0.62% - 0.72% | 0.90% - 0.96% | |||||||||
Expected dividend yield | - | - | |||||||||
Expected term | 3.25 - 5.5 years | 5.5 years | |||||||||
Forfeiture rate | 0% | 0% | |||||||||
Expected volatility | 244.90% - 262.52% | 122.33% - 124.91% | |||||||||
A summary of option activity as of March 31, 2015 and for the three months then ended is presented below. All information is presented pre-split: | |||||||||||
Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||
Outstanding at June 30, 2012 | 186,760 | $ | 15 | 8.84 years | $ | - | |||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at June 30, 2013 | 186,760 | $ | 15 | 7.84 years | $ | - | |||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited | - | - | - | - | |||||||
Exercisable at June 30, 2014 and March 31, 2015 | 186,760 | $ | 15 | 6.84 years | $ | - | |||||
On April 6, 2011, the Board of Directors granted stock options to purchase 169,450 shares of common stock at an exercise price of $16.25 per share. On May 13, 2011, the Board of Directors granted stock options to purchase 3,000 shares of common stock at an exercise price of $15.00 per share. The weighted average fair value of the options granted was estimated at $14.60 per share. These options vest over three years and have a term of 10 years. | |||||||||||
On August 12, 2011, the Board of Directors granted stock options to purchase 480 shares of common stock at an exercise price of $12.50 per share. The weighted average fair value of the options on the date of the grant was estimated at $10.75 per share. These options vest over one year and have a term of 10 years. | |||||||||||
On December 14, 2011, the Board of Directors granted stock options to purchase 10,000 shares of common stock at an exercise price of $3.75 per share. The weighted average fair value of the options on the date of the grant was estimated at $2.00 per share. These options vest monthly over 10 months and have a term of 10 years. | |||||||||||
On January 12, 2012, the Board of Directors granted stock options to purchase 480 shares of common stock at an exercise price of $1.25 per share. The weighted average fair value of the options on the date of the grant was estimated at $1.00 per share. These options vest over one year and have a term of 10 years. | |||||||||||
On June 3, 2012, the Board of Directors granted stock options to purchase 3,400 shares of common stock at an exercise price of $13.60 per share. The weighted average fair value of the options on the date of the grant was estimated at $3.88 per share. These options vest over three year and have a term of 10 years. | |||||||||||
On March 15, 2012, the Company agreed to issue a restricted stock award of 10,000 shares of common stock to a consultant for services to be rendered with 5,000 shares vesting on June 15, 2012 and 5,000 shares vesting on September 15, 2012. As of March 31, 2015, the shares had not been issued. Consulting expense recorded for the restricted stock award was $29,167 for the year ended June 30, 2012. | |||||||||||
Warrants | |||||||||||
The Company’s outstanding warrants remained in place subsequent to the reverse acquisition. No warrants were exercised during the year ended June 30, 2014 or the quarter ended March 31, 2015. On July 17, 2011, warrants to purchase 200,000 shares at $1.89 per share expired. During the year ended June 30, 2012, the Company issued 2,000,000 warrants in connection with convertible notes payable (see Note 8). The warrants have an exercise price of $2.50 per share, are immediately exercisable and expire in five years from issuance. No warrants were issued, exercised or expired in the year ended June 30, 2014. The Company has reserved 2,075,000 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at June 30, 2014 adjusted for the 1:250 stock split which took effect on September 4, 2014: | |||||||||||
Exercise price | Number | Expiration Date | |||||||||
$ | 2.5 | 2,000 | 2/10/17 | ||||||||
$ | 2.5 | 4,000 | 2/17/17 | ||||||||
$ | 2.5 | 1,250 | 4/18/17 | ||||||||
$ | 2.5 | 800 | 8/15/17 | ||||||||
$ | 2.5 | 200 | 8/20/17 | ||||||||
$ | 2.5 | 1,000 | 9/14/17 | ||||||||
$ | 2.5 | 1,000 | 10/2/17 | ||||||||
10,250 | |||||||||||
The weighted average grant date fair value of the warrants granted during the three months ended March 31, 2014 was $0.0095 per share. The warrants were valued using the Black-Scholes option pricing model. The following assumptions were used for warrants issued during the three months ended March 31, 2014; risk free interest rates of 0.60% - 0.72%; expected dividend yield of 0%; expected term of 5 years and expected volatility of 244.07% - 248.52%. The weighted average remaining life of the warrants at March 31, 2015 was 3.86 years. At March 31, 2015, all warrants are exercisable and there is no aggregate intrinsic value for the warrants outstanding. | |||||||||||
Stock Award Plan | |||||||||||
Under the 2006 Stock Award Plan the Company may award shares of common stock to employees, officers, directors, consultants and advisors and may make grants subject to such terms and conditions as determined by the Board of Directors. As of March 31, 2014, the Company has 111,845 shares available for future grant under the Plan. |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 9 Months Ended | |||
Mar. 31, 2015 | ||||
NET LOSS PER SHARE. | ||||
NET LOSS PER SHARE | 9. NET LOSS PER SHARE | |||
Securities that could potentially dilute basic earnings (loss) per share ("EPS") as of March 31, 2015 and 2014, and that were not included in the computation of diluted EPS because to do so would have been anti-dilutive consist of the following: | ||||
Potentially Outstanding | ||||
Dilutive Common Shares | ||||
For the Interim Period | For the Interim Period | |||
Ended | Ended | |||
March 31, 2015 | March 31, 2014 | |||
Preferred stock- Series E 5% Convertible; stated value $1,000 per share; -0- issued and outstanding at March 31 2015 and June 30, 2014, respectively | - | - | ||
180,000 | 180,000 | |||
Preferred stock- Series F Convertible; stated value $1,000 per share; 90 shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
- | - | |||
Preferred stock- Series G Convertible; stated value $1,000 per share; No shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
1 | 1 | |||
Preferred stock- Series H Convertible; stated value $1,000 per share; 51 shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
- | 1,194,412 | |||
Preferred stock- Series I Convertible; stated value $1,000 per share; -0- and 3,500 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized | ||||
68,501,938 | - | |||
Preferred stock- Series J 10% Convertible; stated value $1,000 per share; 1,525 and -0- shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized. Liquidation preference of $1,525,000 at March 31, 2015 | ||||
68,501,938 | - | |||
Preferred stock- Series K 10% Convertible; stated value $1,000 per share; 750 and -0- issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized. Liquidation preference of $750,000 at March 31, 2015 | ||||
342,646,780 | 1,985,099 | |||
Convertible Notes Payable* | ||||
Stock options | 186,760 | 186,760 | ||
Restricted stock award | 10,000 | 10,000 | ||
Warrants | 10,250 | 10,250 | ||
480,037,667 | 3,566,522 | |||
*- Maximum ownership is predicated upon 9.99% of outstanding shares at March 31, 2015 per contractual limitation of five holders. and March 31, 2014. There were five such holders at each balance sheet date. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES |
Operating Lease | |
Currently, the Company rents space at 137 National Plaza, Suite 300, National Harbor, MD 20745on a month-to-month basis. Monthly rent approximates $275. There are no future minimum lease rental payments. | |
Consulting Agreements | |
The Company signed a consulting agreement which calls for a $30,000 monthly payment in the form of a convertible promissory note. For the three months and nine months ended March 31, 2015, the Company has incurred $90,000 and $270,000 respectively in such notes. See Note 4 for details on the Notes issued for these services. |
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Mar. 31, 2015 | |
EMPLOYEE BENEFIT PLAN: | |
EMPLOYEE BENEFIT PLAN | |
11. EMPLOYEE BENEFIT PLAN | |
The Company has a 401(k) plan for the benefit of certain employees. The Company had contributed to the plan under a safe harbor plan requiring a 3% contribution for all eligible participants. In addition, the Company may contribute a 3% elective match. Effective January 1, 2013, the Company amended the plan to remove the 3% safe harbor contribution. No contributions have been made in the current fiscal year. Contributions and other costs of the plan for the nine months ended March 31, 2015 were $-0-. Contributions and other costs of the plan for the nine months ended March 31, 2014 were $-0-. |
OPERATING_SEGMENTS
OPERATING SEGMENTS | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
OPERATING SEGMENTS | |||||||||
OPERATING SEGMENTS | 12. OPERATING SEGMENTS | ||||||||
The Company had operated in three segments which are consistent with its internal organization. The major segments were Medical Diagnostic Services, Government Contracting and Beverages. Government contracting has been inactive since 2012 and is now excluded as a segment. | |||||||||
Revenues, expenses and assets not explicitly attributed to a segment are deemed to be unallocated. | |||||||||
Data for the three and nine months ended March 31, 2015 and March 31, 2014 follow below: | |||||||||
Three Months Ended March 31, 2015 | |||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | - | $ | - | $ | - | $ | - | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 4,780 | 150,271 | 112,203 | 267,254 | |||||
Operating Income (Loss) | -4,780 | -150,271 | -112,203 | -155,052 | |||||
Other Income (Expense) | - | -10,853 | -442,032 | -452,885 | |||||
Net Income | -4,780 | -161,125 | -554,235 | -607,937 | |||||
Total Assets | $ | 45,258 | $ | 290,001 | $ | 4,332,600 | $ | 4,667,859 | |
Three Months Ended March 31, 2014 | |||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 54,000 | $ | - | $ | - | $ | 54,000 | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 66,360 | - | -221,858 | -155,498 | |||||
Operating Income (Loss) | -12,360 | - | 221,858 | 209,498 | |||||
Other Income (Expense) | -3,024 | - | -131,133 | -134,157 | |||||
Net Income | -15,384 | - | 90,726 | 75,341 | |||||
Total Assets | $ | 64,378 | $ | - | $ | 1,039,074 | $ | 1,103,452 | |
Nine Months Ended March 31, 2015 | |||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 54,000 | $ | 4,581 | $ | - | $ | 58,581 | |
Cost of Goods Sold | - | 5,779 | - | 5,779 | |||||
Total Operating Expenses | 68,633 | 252,379 | 389,604 | 710,617 | |||||
Operating Income (Loss) | -14,633 | -253,578 | -389,604 | -657,815 | |||||
Other Income (Expense) | - | -10,853 | -1,192,321 | -1,203,174 | |||||
Net Income | -14,633 | -264,431 | -1,581,926 | -1,860,990 | |||||
Total Assets | $ | 45,258 | $ | 290,001 | $ | 4,332,600 | $ | 4,667,859 | |
Nine Months Ended March 31, 2014 | |||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 162,000 | $ | - | $ | - | $ | 162,000 | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 150,277 | - | 406,748 | 557,025 | |||||
Operating Income (Loss) | 11,723 | - | -406,748 | -395,025 | |||||
Other Income (Expense) | 3,024 | - | -609,448 | -606,424 | |||||
Net Income | 14,747 | - | -1,016,196 | -1,001,449 | |||||
Total Assets | $ | 64,378 | $ | - | $ | 1,039,074 | $ | 1,103,452 | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS |
The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued to determine if they must be reported. The Management of the Company determined that the following was a significant event. | |
Issuance of Debt | |
On April 1, 2015, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on October 31, 2015. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. | |
On May 1, 2015, the Company issued a note for $30,000 for consulting services. The convertible promissory note bears no interest and matures on November 30, 2015. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. | |
Issuance of Common stock | |
Subsequent to the Balance Sheet date, the Company has issued 109,166,667 shares of common stock for the retirement of $5,500 of convertible debt and $300 of associated expenses. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (POLICIES) | 9 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES: | |
Basis of Presentation, Policy | Basis of Presentation |
The accompanying consolidated financial statements include the operations of the Company, its wholly-owned subsidiary Accelpath, LLC its 70% owned consolidated subsidiary, Village Tea and its 52% owned subsidiary, STI. | |
The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity. | |
All significant inter-company balances and transactions have been eliminated in consolidation. | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission. | |
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements |
There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements. |
Notes_PayableNotes_payable_rel
Notes PayableNotes payable - related parties and a third parties (TABLE) | 9 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Notes payable Related parties and a Third parties (TABLE): | |||||||
Notes payable Related parties and a Third parties (TABLE) | Notes payable – related parties and a third parties consist of the following: | ||||||
March 31, | June 30, | ||||||
2015 | 2014 | ||||||
Note payable – former Managing Member | $ | 27,750 | $ | 27,750 | |||
Note payable – related corporation | 4,300 | 4,300 | |||||
Notes payable – stockholders | 13,000 | 13,000 | |||||
Convertible notes payable | 977,241 | 729,120 | |||||
Total | 1,022,291 | 774,170 | |||||
Convertible notes payable, discount | -178,460 | -126,722 | |||||
Total, net of discount | 868,831 | 647,448 | |||||
Less current portion | 868,831 | 647,448 | |||||
Long-term debt | $ | - | $ | - | |||
NONCONVERTABLE_DEBT_TABLES
NON-CONVERTABLE DEBT (TABLES) | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
NON-CONVERTABLE DEBT (TABLES): | ||||||||
NON-CONVERTABLE DEBT (TABLES) | Ten separate notes form an investor were received in 2013 as follows: | |||||||
Date Issued | Maturity Date | Interest rate | Amount | |||||
23-Feb-13 | 30-Jun-14 | 10% | $ | 100,000 | ||||
February 27,2013 | 30-Jun-14 | 8% | $ | 1,500 | ||||
14-Mar-13 | 30-Jun-14 | 8% | $ | 6,500 | ||||
April 23,2013 | 30-Jun-14 | 8% | $ | 5,000 | ||||
9-May-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
30-Jun-13 | 30-Jun-14 | 8% | $ | 7,500 | ||||
11-Jul-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
29-Jul-13 | 30-Jun-14 | 8% | $ | 10,000 | ||||
23-Aug-13 | June 30,2014 | 8% | $ | 13,000 | ||||
29-Aug-13 | 30-Jun-14 | 10% | $ | 9,000 | ||||
Various* | On demand | -0-% | 12,184 | |||||
Total for 2013 | $ | 184,684 | ||||||
SCHEDULE OF NON CONVERTIABLE DEBT SUMMARY (TABLES) | Non-Convertible Debt Summary | |||||||
2011 notes | $ | 217,000 | ||||||
2012 notes | 80,000 | |||||||
2013 notes | 184,684 | |||||||
Total Non-Convertible Debt | $ | 481,684 |
Recovered_Sheet1
Options, Warrants And Stockbased Compensation (TABLE) | 9 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
OPTIONS, WARRANTS AND STOCK-BASED COMPENSATION(TABLE): | |||||||||||
Schedule of Weighted Average Number of Shares | The following weighted average assumptions were used to estimate the fair value of stock options using the Black-Scholes option pricing model: | ||||||||||
Three Months Ended | Three Months Ended | ||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||
Risk-free interest rate | 0.62% - 0.72% | 0.90% - 0.96% | |||||||||
Expected dividend yield | - | - | |||||||||
Expected term | 3.25 - 5.5 years | 5.5 years | |||||||||
Forfeiture rate | 0% | 0% | |||||||||
Expected volatility | 244.90% - 262.52% | 122.33% - 124.91% | |||||||||
Summary of Option Activity (TABLE) | A summary of option activity as of March 31, 2015 and for the three months then ended is presented below. All information is presented pre-split: | ||||||||||
Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||
Outstanding at June 30, 2012 | 186,760 | $ | 15 | 8.84 years | $ | - | |||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at June 30, 2013 | 186,760 | $ | 15 | 7.84 years | $ | - | |||||
Granted | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited | - | - | - | - | |||||||
Exercisable at June 30, 2014 and March 31, 2015 | 186,760 | $ | 15 | 6.84 years | $ | - | |||||
Summary of Warrants Outstanding (TABLE) | The following table summarizes the warrants outstanding at June 30, 2014 adjusted for the 1:250 stock split which took effect on September 4, 2014: | ||||||||||
Exercise price | Number | Expiration Date | |||||||||
$ | 2.5 | 2,000 | 2/10/17 | ||||||||
$ | 2.5 | 4,000 | 2/17/17 | ||||||||
$ | 2.5 | 1,250 | 4/18/17 | ||||||||
$ | 2.5 | 800 | 8/15/17 | ||||||||
$ | 2.5 | 200 | 8/20/17 | ||||||||
$ | 2.5 | 1,000 | 9/14/17 | ||||||||
$ | 2.5 | 1,000 | 10/2/17 | ||||||||
10,250 | |||||||||||
Computation_of_Diluted_EPS_TAB
Computation of Diluted EPS (TABLE) | 9 Months Ended | |||
Mar. 31, 2015 | ||||
COMPUTATION OF DILUTED EPS (TABLE): | ||||
COMPUTATION OF DILUTED EPS (TABLE) | Securities that could potentially dilute basic earnings (loss) per share ("EPS") as of March 31, 2015 and 2014, and that were not included in the computation of diluted EPS because to do so would have been anti-dilutive consist of the following: | |||
Potentially Outstanding | ||||
Dilutive Common Shares | ||||
For the Interim Period | For the Interim Period | |||
Ended | Ended | |||
March 31, 2015 | March 31, 2014 | |||
Preferred stock- Series E 5% Convertible; stated value $1,000 per share; -0- issued and outstanding at March 31 2015 and June 30, 2014, respectively | - | - | ||
180,000 | 180,000 | |||
Preferred stock- Series F Convertible; stated value $1,000 per share; 90 shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
- | - | |||
Preferred stock- Series G Convertible; stated value $1,000 per share; No shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
1 | 1 | |||
Preferred stock- Series H Convertible; stated value $1,000 per share; 51 shares issued and outstanding at March 31, 2015 and June 30, 2014 | ||||
- | 1,194,412 | |||
Preferred stock- Series I Convertible; stated value $1,000 per share; -0- and 3,500 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized | ||||
68,501,938 | - | |||
Preferred stock- Series J 10% Convertible; stated value $1,000 per share; 1,525 and -0- shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized. Liquidation preference of $1,525,000 at March 31, 2015 | ||||
68,501,938 | - | |||
Preferred stock- Series K 10% Convertible; stated value $1,000 per share; 750 and -0- issued and outstanding at March 31, 2015 and June 30, 2014, respectively. Par value $.001, 3,500 shares authorized. Liquidation preference of $750,000 at March 31, 2015 | ||||
342,646,780 | 1,985,099 | |||
Convertible Notes Payable* | ||||
Stock options | 186,760 | 186,760 | ||
Restricted stock award | 10,000 | 10,000 | ||
Warrants | 10,250 | 10,250 | ||
480,037,667 | 3,566,522 |
OPERATING_SEGMENTS_TABLES
OPERATING SEGMENTS (TABLES) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
OPERATING SEGMENTS (TABLES): | |||||||||
DATA FOR THE THREE MONTHS ENDED March 31,2015 | |||||||||
Three Months Ended March 31, 2015 | |||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | - | $ | - | $ | - | $ | - | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 4,780 | 150,271 | 112,203 | 267,254 | |||||
Operating Income (Loss) | -4,780 | -150,271 | -112,203 | -155,052 | |||||
Other Income (Expense) | - | -10,853 | -442,032 | -452,885 | |||||
Net Income | -4,780 | -161,125 | -554,235 | -607,937 | |||||
Total Assets | $ | 45,258 | $ | 290,001 | $ | 4,332,600 | $ | 4,667,859 | |
DATA FOR THE THREE MONTHS ENDED MARCH 31, 2014 | Three Months Ended March 31, 2014 | ||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 54,000 | $ | - | $ | - | $ | 54,000 | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 66,360 | - | -221,858 | -155,498 | |||||
Operating Income (Loss) | -12,360 | - | 221,858 | 209,498 | |||||
Other Income (Expense) | -3,024 | - | -131,133 | -134,157 | |||||
Net Income | -15,384 | - | 90,726 | 75,341 | |||||
Total Assets | $ | 64,378 | $ | - | $ | 1,039,074 | $ | 1,103,452 | |
DATA FOR THE NINE MONTHS ENDED MARCH 31,2015 | Nine Months Ended March 31, 2015 | ||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 54,000 | $ | 4,581 | $ | - | $ | 58,581 | |
Cost of Goods Sold | - | 5,779 | - | 5,779 | |||||
Total Operating Expenses | 68,633 | 252,379 | 389,604 | 710,617 | |||||
Operating Income (Loss) | -14,633 | -253,578 | -389,604 | -657,815 | |||||
Other Income (Expense) | - | -10,853 | -1,192,321 | -1,203,174 | |||||
Net Income | -14,633 | -264,431 | -1,581,926 | -1,860,990 | |||||
Total Assets | $ | 45,258 | $ | 290,001 | $ | 4,332,600 | $ | 4,667,859 | |
DATA FOR THE NINE MONTHS ENDED MARCH 31,2014 | Nine Months Ended March 31, 2014 | ||||||||
Medical Diagnostics | Beverages | Unallocated | Total | ||||||
Revenues | $ | 162,000 | $ | - | $ | - | $ | 162,000 | |
Cost of Goods Sold | - | - | - | - | |||||
Total Operating Expenses | 150,277 | - | 406,748 | 557,025 | |||||
Operating Income (Loss) | 11,723 | - | -406,748 | -395,025 | |||||
Other Income (Expense) | 3,024 | - | -609,448 | -606,424 | |||||
Net Income | 14,747 | - | -1,016,196 | -1,001,449 | |||||
Total Assets | $ | 64,378 | $ | - | $ | 1,039,074 | $ | 1,103,452 |
Nature_of_Operations_And_Basis
Nature of Operations And Basis Of Presentation (Details) (USD $) | Feb. 05, 2015 | Oct. 16, 2014 |
Basis Of Presentation | ||
Percentage of holding of common stock and all the Series A Preferred Stock of Village Tea | 70.00% | |
Accelpath issued shares of a newly designated series of convertible preferred stock to the Sellers, Series J. | 1,525 | |
The Series J Preferred Stock has a stated value per share equal to | $1,000 | |
The Series J Preferred Stock shall pay an annual dividend in cash or common stock, and shall be convertible at the holder's option | 10.00% | |
Accelpath at a conversion price equal to eighty percent | 80.00% | |
Accelpath agreed to assume worth of the debt obligations of Village Tea in connection with the Agreement. | $538,500 | |
Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing outstanding membership units of STI | 52.00% | |
Company shall issue shares of a newly created Series K preferred stock with a stated value of | 750,000 | |
Restricted common stock of the Company with state value | 55,000 | |
The company will assume STI worth debt | 485,516.53 | |
Sellers shall be entitled to additional shares of Preferred Stock with a stated value | $2,250,000 |
Going_Concern_Uncertainity_and
Going Concern Uncertainity and management's Plan (DETAILS) (USD $) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Jun. 30, 2014 | |
GOING CONCERN UNCERTAINTY AND MANAGEMENT'S PLAN TEXT | ||
Net Loss Applicable to Common Shareholders. | $1,836,828 | $2,510,089 |
Company_Deficit_Details
Company Deficit (Details) (USD $) | Mar. 31, 2015 |
Working Capital and Deficit Details | |
Company had a working capital deficit of | $5,673,925 |
A stockholders' deficit of | $1,308,175 |
Liabilities_purchase_agreement
Liabilities purchase agreement (Details) (USD $) | 19-May-15 | Mar. 31, 2015 | Oct. 07, 2013 |
Liabilities purchase agreement | |||
Settlement of certain liabilities owed by the Company in the aggregate amount | $1,537,455 | ||
Promissory note in the principal amountmaturing six months from the date of issuance, as a fee to ASC issued | 75,000 | ||
ASC had purchased the liabilities from the Company's creditors (both affiliated and non-affiliated) with a face amount | 1,537,455 | ||
The total amount of liabilities, as reported by the Company in its Form 10-Q | 3,961,093 | ||
Claim Amount and the Fee Note represented in total liabilities | 1,612,455 | ||
The fair market value of such Settlement Shares and all other amounts to be received by ASC would equal approximately to an amount | 2,145,000 | ||
The number of shares beneficially owned by ASC shall not exceed | 9.99% | ||
Worth of liabilities through the issuance of common stock | 2,145,000 | ||
Worth of liabilities through the issuance of common stock per share | $0.00 | ||
Company would issue an aggregate number of shares | 2,145,000,000 | ||
Company has issued Settlement Shares to ASC | 59,697,000 | ||
Value of the shares upon issuance is recorded as an Other current asset | $34,352 |
Notes_payable_related_parties_
Notes payable - related parties and a third parties consist of the following (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Notes payable - related parties and a third parties consist of | ||
Note payable - former Managing Member | $27,750 | |
Note payable - related corporation | 4,300 | 4,300 |
Notes payable - stockholders | 13,000 | 13,000 |
Convertible notes payable, | 977,241 | |
Total convertible notes payable. | 1,022,291 | 774,170 |
Convertible notes payable, discount | -178,460 | -126,722 |
Total, net of discount | 868,331 | 647,448 |
Less current portion | 868,831 | 647,448 |
Long-term debt. | $0 | $0 |
Notes_payables_for_consulting_
Notes payables for consulting services (Details) (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Notes payables for consulting services | |
Company has issued notes for consulting purposes | $270,000 |
Company has issued notes for cash | 172,500 |
Consulting notes are comprised of nine notes | $30,000 |
The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to % of the lowest closing bid price for the ten days prior to the conversion | 50.00% |
Notes for cash are comprised of nine notes which convert into common stock discount to the prevailing market price minimum | 42.00% |
Notes for cash are comprised of Nine notes which convert into common stock discount to the prevailing market price maximum | 50.00% |
Interest_Expense_Details
Interest Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Interest Expense Details | ||||
Interest expense on notes payable, including amortization of the discount on the convertible notes and the accrual of the Original Issue Discount | $152,473 | $137,181 | $444,937 | $305,113 |
NONCONVERTIBLE_DEBT_Details
NON-CONVERTIBLE DEBT (Details) (USD $) | Interest Rate | Amount |
Opening balance at Jun. 30, 2014 | $0 | $0 |
(Note) Date Issued February 23, 2013 and Maturity date June 30, 2014 | 0.1 | 100,000 |
(Note)Date Issued February 27, 2013 and Maturity date June 30, 2014 | 0.08 | 1,500 |
(Note)Date Issued Marh 14, 2013 and Maturity date June 30, 2014 | 0.08 | 6,500 |
(Note)Date Issued April 23, 2013 and Maturity date June 30, 2014 | 0.08 | 5,000 |
(Note)Date Issued May 9, 2013 and Maturity date June 30, 2014 | 0.08 | 10,000 |
(Note)Date Issued June 30, 2013 and Maturity date June 30, 2014 | 0.08 | 7,500 |
(Note)Date Issued July 11, 2013 and Maturity date June 30, 2014 | 0.08 | 10,000 |
(Note)Date Issued July 29, 2013 and Maturity date June 30, 2014 | 0.08 | 10,000 |
(Note)Date Issued August 23, 2013 and Maturity date June 30, 2014 | 0.08 | 13,000 |
(Note)Date Issued August 29, 2013 and Maturity date June 30, 2014 | 0.1 | 9,000 |
Various on demand | 0 | 12,184 |
Total for 2013 | 0 | 184,684 |
Closing balance at Mar. 31, 2015 | 0 | 0 |
Opening balance at Mar. 31, 2015 | $0 | $0 |
Non_convertible_debtexpenses_D
Non convertible debt-expenses (Details) (USD $) | Mar. 15, 2011 |
non convertible debt-expenses Details | |
An investor lent the Company for operating expenses | $80,000 |
Beverley Reif lent the Company , note bore interest rate 5% | 100,000 |
If the note were not paid by maturity, the interest rate would increase to | 18.00% |
Dana Pope lent the Company ,The note bore an interest rate of 5% | 57,000 |
Dana pope note were not paid by maturity, the interest rate would increase to | 18.00% |
An investor lent the Company for operating expenses throughout the year | $60,000 |
Summary_of_NonConvertible_Debt
Summary of Non-Convertible Debt (Details) (USD $) | Mar. 31, 2015 |
Summary of Non-Convertible Debt | |
Non-Convertible Debt 2011 notes | $217,000 |
Non-Convertible Debt 2012 notes | 80,000 |
Non-Convertible Debt 2013 notes | 184,684 |
Total Non-Convertible Debt notes | $481,684 |
Preferred_Stock_issuance_Detai
Preferred Stock issuance (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Series E Preferred stock shares | ||
Company had Series E 5% Convertible Preferred Stock outstanding shares | 0 | |
Company exchanged its remaining 100 shares of Series E Preferred Stock | $14,282 | |
Company had accrued dividends into a secured note | 114,282 | |
The Company accrued cash dividends payable | $0 | $1,139 |
Series_F_Preferred_Stock_share
Series F Preferred Stock share (Details) (USD $) | Sep. 10, 2012 | Sep. 07, 2012 |
Series F Preferred Stock shareDetails | ||
Company authorized 100 shares of Series F Convertible Preferred Stock, with a stated value | $1,000 | |
Conversion Price per share(F SERIES) | $0.02 | |
Series F Preferred are currently convertible into shares of common stock | 180,000 | |
Shares of common stock using a Conversion Price per share | $5 | |
Company issued 90 shares of its Series F Preferred Stock for the purchase price of | $90,000 | |
The 90 shares of Series F Preferred are currently convertible into shares of common stock | 180,000 | |
Beneficial conversion feature for the issuance of the 90 shares of Series F Preferred Stock | 360,000 |
Series_G_Preferred_Stock_share
Series G Preferred Stock share (Details) (USD $) | Sep. 18, 2012 |
Series G Preferred Stock share Details | |
Company authorized 1,250 shares of Series G Convertible Preferred Stock, with a stated value | $1,000 |
Conversion price per share (G) series | $0.02 |
Series G Preferred are convertible into shares of common stock | 62,500,000 |
Series_H_Preferred_Stock_share
Series H Preferred Stock share (Details) (USD $) | Apr. 02, 2013 |
Series H Preferred Stock share | |
One share of Series H Preferred has voting rights equal | $0.02 |
Series H Stockholder holds the total voting power of all issued and outstanding voting capital of the Company | 51.00% |
Series_I_Preferred_Stock_share
Series I Preferred Stock share (Details) (USD $) | Oct. 24, 2013 |
Series I Preferred Stock share Details | |
Common stock its holds in EIP and the return and surrender by EIP of shares of Series I Preferred Stock | $3,500 |
Series_J_Preferred_Stock_share
Series J Preferred Stock share (Details) (USD $) | Oct. 16, 2014 |
Series J Preferred Stock share Details | |
Percentage of holding of common stock and all the Series A Preferred Stock of Village Tea | 70.00% |
Accelbrands issued shares of a newly designated series of convertible preferred stock to the Sellers | 1,525 |
The Series J Preferred Stock has a stated value per share equal to the amount | $1,000 |
The Series J Preferred Stock shall pay an annual dividend | 10.00% |
Accelpath at a conversion price equal to the lowest closing bid price for the Common Stock | 80.00% |
Series_K_Preferred_Stock_share
Series K Preferred Stock share (Details) (USD $) | Feb. 05, 2015 |
Series J Preferred Stock share Details | |
Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI | 52.00% |
Company shall issue shares of a newly created Series K preferred stock SHARES with stated value | $750,000 |
Series K stated value of restricted comon stock | 55,000 |
STI debt amounted | 485,516.53 |
Sellers shall be entitled to additional shares of Preferred Stock with a stated value of Series K | $2,250,000 |
Common_Stock_Details
Common Stock (Details) (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Common Stock Details | |
Number of shares require for 1 share under reverse split | $250 |
Company issued shares pursuant to the conversion of debt | 608,833,551 |
Shares pursuant to the 3a10 program | 59,697,000 |
Fractional shares associated with the reverse split | 3,763 |
Equity_Purchase_Agreement_Deta
Equity Purchase Agreement (Details) (USD $) | Jul. 19, 2012 | Mar. 07, 2011 |
Equity Purchase Agreement Details | ||
A third party committed to purchase up to shares of common stock | 5,000,000 | |
Equity Purchase Agreement will be the average of the lowest three closing bid prices, | 95.00% | |
Company received proceeds for the sale of 2,807 common stock shares | $6,000 |
2011_Equity_Incentive_Plan_Det
2011 Equity Incentive Plan (Details) | Jan. 01, 2013 | Mar. 04, 2011 |
2011 Equity Incentive Plan Details | ||
Board of Directors adopted the 2011 Equity Incentive Plan and reserved shares of common stock for issuance to Employees | 50,000,000 | |
Total number of shares outstanding on December 31st of the preceding year | 5.00% | |
Shares outstanding on December 31st of the preceding year | 3,000,000 | |
The number of shares reserved under the plan automatically increased to | 56,000,000 |
Weighted_average_assumptions_w
Weighted average assumptions were used to estimate the fair value of stock options using the Black-Scholes option pricing model: (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Weighted average assumptions were used to estimate the fair value of stock options using the Black-Scholes option pricing model: | ||
Risk-free interest rate Minimum | 0.62% | 0.90% |
Risk-free interest rate Maximum | 0.72% | 0.96% |
Expected dividend yield | 0 | 0 |
Expected term minimum in years | 3.25 | 5.5 |
Expected term maximum in years | 5.5 | 0 |
Forfeiture rate | 0.00% | 0.00% |
Expected volatility Minimum | 244.90% | 122.33% |
Expected volatility maximum | 262.52% | 124.91% |
A_summary_of_option_activity_D
A summary of option activity (Details) (USD $) | Shares | Weighted Average Exercise price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic value |
Outstanding option at Jun. 30, 2012 | $186,760 | $15 | $8.84 | $0 |
Granted | 0 | 0 | ||
Exercised | 0 | 0 | ||
Forfeited or expired | 0 | |||
Outstanding option , at Jun. 30, 2013 | 186,760 | 15 | 7.84 | 0 |
Granted; | 0 | |||
Exercised; | 0 | |||
Forfeited; | 0 | 0 | ||
Exercisable at June 30, 2014 and March 31, 2015 | 186,760 | 15 | 6.84 | 0 |
Outstanding option . at Mar. 31, 2015 | 0 | 0 | 0 | 0 |
Board_of_Directors_granted_sto
Board of Directors granted stock options (Details) (USD $) | Jun. 03, 2012 | Jan. 12, 2012 | Dec. 14, 2011 | Aug. 12, 2011 | 13-May-11 | Apr. 06, 2011 |
Granted Stock option details | ||||||
Board of Directors granted stock options to purchase shares of common stock | 3,400 | 480 | 10,000 | 480 | 3,000 | 169,450 |
Granted Stock option exercise price per share | $13.60 | $1.25 | $3.75 | $12.50 | $15 | $16.25 |
The weighted average fair value of the options granted was estimated per share | $3.88 | $1 | $2 | $10.75 | $0 | $14.60 |
These options vest over three years and have a term of | 10 | 10 | 10 | 10 | 0 | 10 |
Restricted_Stock_Details
Restricted Stock (Details) (USD $) | Mar. 31, 2015 | Sep. 15, 2012 | Jun. 15, 2012 | Mar. 15, 2012 |
Restricted Stock Details | ||||
Company agreed to issue a restricted stock award of shares | 10,000 | |||
shares of common stock to a consultant for services to be rendered with shares vesting | 5,000 | 5,000 | ||
Consulting expense recorded for the restricted stock award | $29,167 |
Warrants_Details
Warrants (Details) (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Warrants outstanding | |
Warrants to purchase shares | 200,000 |
Warrants exercise price | $1.89 |
Company issued warrants in connection with convertible notes payable | 2,000,000 |
Company issued warrants in connection with convertible notes payable excerise price | $2.50 |
Company has reserved shares of common stock for the exercise of outstanding warrants | 2,075,000 |
Summary_of_Warrants_outstandin
Summary of Warrants outstanding (Details) (USD $) | Warrant Exercise price | Warrant Number |
Expiration date 02/10/2017 at Jun. 30, 2014 | 2.5 | 2,000 |
Expiration date 02/17/2017 | 2.5 | 4,000 |
Expiration date 04/18/2017 | 2.5 | 1,250 |
Expiration date 08/15/2017 | 2.5 | 800 |
Expiration date 08/20/2017 | 2.5 | 200 |
Expiration date 09/14/2017 | 2.5 | 1,000 |
Expiration date 10/02/2017 | 2.5 | 1,000 |
Total Number of warrants outstanding at Mar. 31, 2015 | 0 | 10,250 |
Fair_value_of_Warrants_granted
Fair value of Warrants granted (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Warrants issued Details | |
Fair value of the warrants granted per share | 0.0095 |
Risk free Interest rate minimum | 0.60% |
Risk free Interest rate maximum | 0.72% |
Expected Dividend yeield | 0.00% |
Expected Term in years | 5 |
Expected Volatility minimum. | 244.07% |
Expected Volatility maximum. | 248.52% |
Weighted average remaining life of the warrants in years | 3.86 |
Stock_Award_Plan_Details
Stock Award Plan (Details) (USD $) | Mar. 31, 2014 |
Stock Award Plan Details | |
Company has shares available for future grant under the Plan. | $111,845 |
Net_loss_per_share_Details
Net loss per share (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Shares Potentially Issuable | ||
Series E Convertible Preferred Stock | 0 | 0 |
Series F Convertible Preferred Stock | 180,000 | 180,000 |
Series G Convertible Preferred Stock | 0 | 0 |
Series H Convertible Preferred Stock | 1 | 1 |
Series I Convertible Preferred Stock | 0 | 1,194,412 |
Series J Convertible Preferred Stock | $68,501,938 | $0 |
Series K Convertible Preferred Stock | 68,501,938 | 0 |
Convertible notes payable: | 342,646,780 | 1,985,099 |
Stock options | 186,760 | 186,760 |
Restricted stock award | 10,000 | 10,000 |
Warrants | 10,250 | 10,250 |
Total NET | $480,037,667 | $3,566,522 |
Consulting_Agreements_Details
Consulting Agreements (Details) (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Consulting Agreements Details | |
The Company signed a consulting agreement which calls for monthly payment | $30,000 |
Company has incurred convertible note1 | 90,000 |
Company has incurred convertible note2 | $270,000 |
OPERATING_SEGMENTSDetails
OPERATING SEGMENTS(Details) (USD $) | Medical Diagnostics | Beverages | Unallocated | Total |
Opening balance at Jun. 30, 2014 | $0 | $0 | $0 | $0 |
Revenues. | 0 | 0 | 0 | 0 |
Cost of Goods Sold. | 0 | 0 | ||
Total Operating Expenses. | 4,780 | 150,271 | 112,203 | 267,254 |
Operating Income (Loss). | -4,780 | -150,271 | -112,203 | -155,052 |
Other Income (Expense). | 0 | -10,853 | -442,032 | -452,885 |
Net Income. | -4,780 | -161,125 | -554,235 | -607,937 |
Total Assets. | 45,258 | 290,001 | 4,332,600 | 4,667,859 |
Revenues;. | 54,000 | 0 | 0 | 54,000 |
Cost of Goods Sold;. | 0 | 0 | 0 | 0 |
Total Operating Expenses;. | 66,360 | 0 | -221,858 | -155,498 |
Operating Income (Loss);. | -12,360 | 0 | 221,858 | 209,498 |
Other Income (Expense);. | -3,024 | 0 | -131,133 | -134,157 |
Net Income;. | -15,384 | 0 | 90,726 | 75,341 |
Total Assets;. | 64,378 | 0 | 1,039,074 | 1,103,452 |
Revenues: | 54,000 | 4,581 | 0 | 58,581 |
Cost of Goods Sold: | 0 | 5,779 | 0 | 5,779 |
Total Operating Expenses: | 68,633 | 252,379 | 389,604 | 710,617 |
Operating Income (Loss): | -14,633 | -253,578 | -389,604 | -657,815 |
Other Income (Expense): | 0 | -10,853 | -1,192,321 | -1,203,174 |
Net Income: | -14,633 | -264,431 | -1,581,926 | -1,860,990 |
Total Assets: | 45,258 | 290,001 | 4,332,600 | 4,667,859 |
Revenues:- | 162,000 | 0 | 0 | 162,000 |
Cost of Goods Sold:- | 0 | 0 | 0 | 0 |
Total Operating Expenses:- | 150,277 | 0 | 406,748 | 557,025 |
Operating Income (Loss):- | 11,723 | 0 | -406,748 | -395,025 |
Other Income (Expense):- | 3,024 | 0 | -609,448 | -606,424 |
Net Income:- | 14,747 | 0 | -1,016,196 | -1,001,449 |
Total Assets:- | 64,378 | 0 | 1,039,074 | 1,103,452 |
Closing balance at Mar. 31, 2015 | $0 | $0 | $0 | $0 |