Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2013 | Aug. 31, 2015 | Dec. 31, 2012 | |
Document And Entity Information | |||
Entity Registrant Name | NuSTATE ENERGY HOLDINGS, INC. | ||
Entity Central Index Key | 1,082,733 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2013 | ||
Amendment Flag | false | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 236,168 | ||
Entity Common Stock, Shares Outstanding | 2,037,884,787 | ||
Trading Symbol | NSEH | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,013 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2013 | Jun. 30, 2012 |
Current assets: | ||
Cash | $ 471 | $ 10 |
Total current assets | 471 | 10 |
Total assets | 471 | 10 |
Current liabilities: | ||
Accounts payable and accrued expenses | 478,716 | 380,964 |
Accrued compensation | 751,920 | 1,420,400 |
Accrued interest | $ 1,189,183 | 976,039 |
Liabilities of discontinued operations | 1,875,581 | |
Convertible notes payable, net of debt discount | $ 1,594,311 | 1,495,599 |
Notes payable | $ 265,241 | 265,241 |
Derivative liabilities | 5,556 | |
Total current liabilities | $ 4,279,371 | 6,419,380 |
Stockholders' deficit: | ||
Common stock, $0.001, 3,750,000,000 shares authorized: 508,383,202 shares and 327,216,535 shares issued and outstanding at June 30, 2013 and 2012, respectively | 508,383 | 327,216 |
Additional paid in capital | 35,494,241 | 34,562,775 |
Accumulated deficit | (40,284,196) | (41,312,033) |
Total stockholders' deficit | (4,278,901) | (6,419,371) |
Total liabilities and stockholders' deficit | 471 | 10 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 1,496 | 1,496 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 3 | $ 3 |
Series D Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | ||
Series E Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | ||
Series F Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 1 | $ 1 |
Series G Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | ||
Series H Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 1 | $ 1 |
Series I Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 300 | $ 300 |
Series J Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | ||
Series Y Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 870 | $ 870 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2013 | Jun. 30, 2012 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,750,000,000 | 3,750,000,000 |
Common stock, shares issued | 508,383,202 | 327,216,535 |
Common stock, shares outstanding | 508,383,202 | 327,216,535 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 5 | $ 0.001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 149,600 | 149,600 |
Preferred stock, shares outstanding | 149,600 | 149,600 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 30 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 332 | 332 |
Preferred stock, shares outstanding | 332 | 332 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 25,000 | $ 0.01 |
Preferred stock, shares authorized | 40 | 40 |
Preferred stock, shares issued | 19 | 19 |
Preferred stock, shares outstanding | 19 | 19 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,600 | 1,600 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series F Preferred Stock [Member] | ||
Preferred stock, par value | $ 5,000 | $ 0.01 |
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, shares issued | 128 | 128 |
Preferred stock, shares outstanding | 128 | 128 |
Series G Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6 | 6 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series H Preferred Stock [Member] | ||
Preferred stock, par value | $ 1,000 | $ 0.01 |
Preferred stock, shares authorized | 1,600 | 1,600 |
Preferred stock, shares issued | 70 | 70 |
Preferred stock, shares outstanding | 70 | 70 |
Series I Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 30,000 | 30,000 |
Preferred stock, shares outstanding | 30,000 | 30,000 |
Series J Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 80 | 80 |
Preferred stock, shares issued | 2 | 2 |
Preferred stock, shares outstanding | 2 | 2 |
Series Y Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 87,000 | 87,000 |
Preferred stock, shares issued | 87,000 | 87,000 |
Preferred stock, shares outstanding | 87,000 | 87,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Income Statement [Abstract] | ||
Net revenues | ||
Operating expenses: | ||
Selling, general and administrative | $ 505,812 | $ 934,208 |
Total operating expenses | 505,812 | 934,208 |
Loss from operations | (505,812) | (934,208) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 5,556 | 26,086 |
Interest expense | (272,688) | (385,087) |
Total other expense | (267,132) | (359,001) |
Loss before provision for income taxes | $ (772,944) | $ (1,293,209) |
Provision for income taxes | ||
Loss from continuing operations | $ (772,944) | $ (1,293,209) |
Discontinued operations: | ||
Gain from settlement of liabilities of discontinued operations, net of tax | 1,875,581 | |
Net income (loss) | 1,102,637 | $ (1,293,209) |
Preferred stock dividend | (74,800) | (74,800) |
Net income (loss) available to common stockholders | $ 1,027,837 | $ (1,368,009) |
WEIGHTED AVERAGE COMMON SHARES | ||
Basic | 406,222,471 | 325,241,193 |
Diluted | 644,128,555 | 325,241,193 |
(LOSS) INCOME PER COMMON SHARE - BASIC: | ||
Net loss from continuing operations | $ 0 | $ 0 |
Net income (loss) from discontinued operations | 0 | 0 |
(LOSS) INCOME PER COMMON SHARE - DILUTED: | ||
Net loss from continuing operations | 0 | 0 |
Net income (loss) from discontinued operations | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series F Preferred Stock [Member] | Series H Preferred Stock [Member] | Series I Preferred Stock [Member] | Series J Preferred Stock [Member] | Series Y Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2011 | $ 1,496 | $ 3 | $ 1 | $ 1 | $ 300 | $ 870 | $ 317,216 | $ 34,121,469 | $ (39,944,024) | $ (5,502,668) | ||
Balance, shares at Jun. 30, 2011 | 149,600 | 332 | 19 | 128 | 70 | 30,000 | 2 | 87,000 | 317,216,535 | |||
Issuance of common stock for conversion of debt | $ 5,000 | 20,000 | $ 25,000 | |||||||||
Issuance of common stock for conversion of debt , shares | 5,000,000 | 5,000,000 | ||||||||||
Issuance of common stock for settlement of debt | $ 5,000 | 1,500 | $ 6,500 | |||||||||
Issuance of common stock for settlement of debt, shares | 5,000,000 | |||||||||||
Issuance of warrants to various note holders for payment of interest | 92,000 | 92,000 | ||||||||||
Issuance of warrants for services | 103,284 | $ 103,284 | ||||||||||
Preferred stock dividend | 74,800 | $ (74,800) | ||||||||||
Reclassification of derivative liabilities to equity | $ 149,722 | $ 149,722 | ||||||||||
Issuance of common stock pursuant to a non-cash exercise of options to satisfy debt, shares | ||||||||||||
Net loss for the year ended | $ (1,293,209) | $ (1,293,209) | ||||||||||
Balance at Jun. 30, 2012 | $ 1,496 | $ 3 | $ 1 | $ 1 | $ 300 | $ 870 | $ 327,216 | $ 34,562,775 | $ (41,312,033) | (6,419,371) | ||
Balance, shares at Jun. 30, 2012 | 149,600 | 332 | 19 | 128 | 70 | 30,000 | 2 | 87,000 | 327,216,535 | |||
Issuance of common stock for conversion of debt | $ 3,167 | 12,666 | $ 15,833 | |||||||||
Issuance of common stock for conversion of debt , shares | 3,166,667 | |||||||||||
Preferred stock dividend | 74,800 | $ (74,800) | ||||||||||
Issuance of common stock for cash | $ 18,000 | 72,000 | $ 90,000 | |||||||||
Issuance of common stock for cash , shares | 18,000,000 | |||||||||||
Issuance of common stock to satisfy accrued compensation | $ 100,000 | 400,000 | 500,000 | |||||||||
Issuance of common stock to satisfy accrued compensation, shares | 100,000,000 | |||||||||||
Issuance of common stock pursuant to a non-cash exercise of options to satisfy debt | $ 60,000 | 90,000 | $ 150,000 | |||||||||
Issuance of common stock pursuant to a non-cash exercise of options to satisfy debt, shares | 60,000,000 | (60,000,000) | ||||||||||
Contributed capital in connection with the forgiveness of officer's compensation | $ 282,000 | $ 282,000 | ||||||||||
Net loss for the year ended | $ 1,102,637 | 1,102,637 | ||||||||||
Balance at Jun. 30, 2013 | $ 1,496 | $ 3 | $ 1 | $ 1 | $ 300 | $ 870 | $ 508,383 | $ 35,494,241 | $ (40,284,196) | $ (4,278,901) | ||
Balance, shares at Jun. 30, 2013 | 149,600 | 332 | 19 | 128 | 70 | 30,000 | 2 | 87,000 | 508,383,202 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,102,637 | $ (1,293,209) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of debt discount | $ 3,712 | 159,108 |
Stock based compensation | $ 195,284 | |
Interest expense included in the principal amount of convertible notes | $ 50,000 | |
Change in fair value of derivative liabilities | (5,556) | $ (26,086) |
Gain from settlement of liabilities of discontinued operations | $ (1,875,581) | |
Changes in operating assets and liabilities | ||
Litigation claim receivable | $ 315,000 | |
Accounts payable and accrued expenses | $ 97,752 | (104,970) |
Accrued compensation | 263,520 | 271,900 |
Accrued interest | 218,977 | 201,087 |
Net cash used in operating activities | (144,539) | (281,886) |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 55,000 | 237,000 |
Proceeds from notes payable | $ 32,000 | |
Proceeds from issuance of common stock | 90,000 | |
Net cash provided by financing activities | 145,000 | $ 269,000 |
Net increase (decrease) in cash | 461 | (12,886) |
Cash at beginning of year | 10 | 12,896 |
Cash at end of year | $ 471 | $ 10 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Contributed capital in connection with the forgiveness of officer’s compensation | $ 282,000 | |
Issuance of common stock for conversion of debt | 15,833 | $ 31,500 |
Issuance of common stock to satisfy accrued compensation | 500,000 | |
Issuance of common stock pursuant to a non-cash exercise of options to satisfy debt | 150,000 | |
Preferred stock dividend | $ 74,800 | $ 74,800 |
Reclassification of derivative liabilities to equity | $ 149,722 |
Organization, Description of Bu
Organization, Description of Business and Going Concern | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Going Concern: | NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN: NuState Energy Holdings, Inc. , The Company had two wholly-owned subsidiaries, Commodity Express Transportation, Inc., or CXT, and Power2Ship Intermodal, Inc., or P2SI, which ceased operations in May 2009 and June 2006, respectively. CXT had a wholly-owned subsidiary, Commodity Express Brokerage, Inc. In August 2012, CXT and P2SI, filed a voluntary petitions of liquidation under the Chapter 7 of the US Bankruptcy Code. The two subsidiaries became subject to the control of the court in which the petition was filed. The Company ceased to have a controlling financial interest of the subsidiaries upon filing, and accordingly, has deconsolidated the subsidiaries during the year ended June 30, 2013. The subsidiaries had no assets and approximately $1.9 million in liabilities as of the date of the filings. These liabilities were extinguished by the bankruptcy court, which resulted in a gain from discontinued operations of approximately $1.9 million during the year ended June 30, 2013, which consists of the extinguishment of debt of the subsidiaries. The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had cash used in its operating activities of approximately $145,000 during the year ended June 30, 2013 and had a working capital deficit of approximately $4.3 million at June 30, 2013. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition targets. The outcome of these matters cannot be predicted at this time and there are no assurances that, if these plans are achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about the valuation for deferred tax asset and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2013 and 2012. Concentration of Credit Risks The Companys cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During fiscal 2013 and 2012, the Company has not reached bank balances exceeding the FDIC insurance limit. Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. The Companys derivative liability at June 30, 2012 is classified as Level 3 financial instrument. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts payable and accrued expenses, accrued compensation, accrued interest, note and convertible promissory notes payable, and liabilities from discontinued operations approximate their fair value due to the short maturity of these items. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Accounting for Derivative Instruments and Hedging Activities, or ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entitys own Equity, provides that, among other things, generally, if an event is not within the entitys control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Companys own stock. The Company issued certain promissory notes during fiscal 2012 which were convertible at variable rates. Such instruments were deemed to include embedded derivative until June 23, 2012, at which time, the Company and the note holders agreed to set a floor on the conversion rate. Accordingly, the Companys outstanding instruments are convertible with a floor conversion rate at June 30, 2013. Additionally, certain convertible promissory notes aggregating $145,000 included subsequent financing reset provisions which were recorded as embedded derivative at each measurement date through June 23, 2012, the date at which such notes became convertible with a floor conversion rate. Income taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, Accounting for Income Taxes, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, Share-Based Payments The Company accounts for stock-based compensation to employees in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. Stock-based compensation to non-employees is accounted for in accordance with ASC 505-50. The Company has elected to use the Black-Scholes-Merton, or BSM, option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 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. Segment Reporting The Company operates in one segment, which is to search for possible acquisition targets and merge with an operating company. The Companys chief operating decision-maker evaluates the performance of the Company based upon expenses by functional areas as disclosed in the Companys consolidated statements of operations. Recent Accounting Pronouncements Recent accounting pronouncements have been issued but are deemed by management to be outside the scope of relevance to the Company. As an emerging growth company under the JOBS Act, we have elected to use the exemption allowing us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies pursuant to Section 102(b)(1) of the Act. Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method) and other common stock equivalents such as convertible debt. June 30, 2013 June 30, 2012 Numerator: Net income (loss) available to common stockholders $ 1,027,837 $ (1,368,009 ) Decrease in fair value of derivative liabilities 5,556 26,086 Preferred Stock Dividends 74,800 74,800 Interest Expense on Convertible Notes 179,660 164,083 Numerator for basic earnings per share- net loss from continuing operations attributable to common stockholders as adjusted 1,287,953 (1,103,040 ) Denominator: Denominator for basic earnings per share weighted average shares 406,222,471 325,241,193 Effect of dilutive securities- : Stock options - - Warrants - - Convertible promissory notes 171,802,684 - Convertible Preferred Stock 66,103,400 - Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 644,128,555 325,241,193 Earnings (loss) per share: Basic and diluted Net earnings (loss) per share- basic $ 0.00 $ (0.00 ) Net earnings (loss) per share- diluted $ 0.00 $ (0.00 ) The potentially dilutive common shares outstanding at June 30, 2013 and 2012 are as follows: 2013 2012 Series B Preferred Stock 2,992,000 2,992,000 Series C Preferred Stock 33,200 33,200 Series D Preferred Stock 19,000,000 19,000,000 Series F Preferred Stock 25,695,200 25,695,000 Series H Preferred Stock 2,796,000 2,796,000 Series I Preferred Stock 15,000,000 15,000,000 Series J Preferred Stock 500,000 500,000 Series Y Preferred Stock 87,000 87,000 Convertible notes payable 173,002,686 152,859,165 Options - 74,000,000 Warrants 45,047,293 57,047,293 Total 284,153,379 350,009,658 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 3: DERIVATIVE LIABILITY A summary of the transactions related to the derivative liability for fiscal 2013 and 2012 is as follows: 2013 Derivative liability at July 1, 2012 $ 5,556 Decrease in fair value of derivative liability, recognized as other income (5,556 ) Derivative liability at June 30, 2013 $ - 2012 Derivative liability at July 1, 2011 $ 92,273 Issuance of embedded derivatives, recognized as debt discount 89,091 Decrease in fair value of derivative liability, recognized as other income (26,086 ) Reclassification of liability contracts to equity contracts (147,222 ) Conversion of notes payable (2,500 ) Derivative liability at June 30, 2012 $ 5,556 The Company used the Black-Scholes-Merton method to determine the fair value of the derivative liability at each measurement dates, using the following assumptions: 2013 2012 Effective Exercise price - $0.0007-0.0009 Effective Market price - $0.0008-0.0018 Volatility - 233%-236% Risk-free interest - 0.04%-0.05% Terms - 1 day-23 months Expected dividend rate - 0 % |
Convertible Notes Payable and N
Convertible Notes Payable and Note Payable | 12 Months Ended |
Jun. 30, 2013 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable And Note Payable | NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible Notes Payable The Company had convertible promissory notes aggregating approximately $1.6 million and $1.5 million at June 30, 2013 and 2012, respectively. The Convertible Notes Payable bear interest at rates ranging between 10% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.00064 and 0.0267 per share, at the holders option. At June 30, 2013, all convertible promissory notes have matured. If the obligations under a certain convertible promissory note of $100,000 were not met by January 1, 2013, the amount payable under the note increases to $150,000. This note is still outstanding as of June 30, 2013, and the $50,000 principal increase has been recognized as interest expense on our statement of operations for the fiscal year ended June 30, 2013. Additionally, upon conversion, the holders of $192,000 of convertible promissory notes are also entitled to 19,200,000 warrants, exercisable at a rate of $0.025. The warrants expire 3 years from the date of issuance. Notes Payable The Company had promissory notes aggregating approximately $265,000 at June 30, 2013 and 2012. The Notes Payable bear interest at rates ranging between 8% and 16% per annum. Interest is generally payable monthly. All promissory notes have matured as of June 30, 2013. The accrued interest from the convertible notes and other notes payable amounted to approximately $1.2 million and $976,000 at June 30, 2013 and 2012, respectively. Transactions The Company received proceeds of $55,000 from the issuance of convertible promissory notes during fiscal 2013. The Company issued 3,166,667 shares of its common stock pursuant to the conversion of convertible promissory notes amounting to $10,000 of principal and $5,833 of accrued interest during fiscal 2013. The Company generated proceeds of $237,000 from the issuance of convertible promissory notes during fiscal 2012. The Company generated proceeds of $32,000 from the issuance of promissory notes payable during fiscal 2012. The Company issued 5,000,000 shares of its common stock pursuant to the conversion of convertible promissory notes amounting to $25,000 during fiscal 2012. The Company issued 5,000,000 shares of its common stock to satisfy obligations amounting to $6,500 during fiscal 2012. The Company recognized debt discount of approximately$0 and $89,000 during fiscal 2013 and 2012, respectively pursuant to issuance of embedded derivatives associated with the issuance of convertible promissory notes payable. The Company recognized interest expense of approximately $273,000 and $385,000 during fiscal 2013 and 2012, respectively, including amortization of debt discount of approximately $3,700 and $159,000 during fiscal 2013 and 2012, respectively. |
Stockholder's Deficit
Stockholder's Deficit | 12 Months Ended |
Jun. 30, 2013 | |
Equity [Abstract] | |
Stockholder's Defict | NOTE 5: STOCKHOLDERS DEFICIT Common Stock A summary of the issuance of shares of Common Stock, related consideration and fair value of transaction, for fiscal 2012, is as follows: Number of shares of common stock Fair Value at Issuance Fair Value At Issuance (per share) Issuance to satisfy obligations. The fair value of the shares of the common stock were based on the quoted trading price on the date of grant. 5,000,000 $ 6,500 $ 0.001 Conversion of convertible notes payable. The fair value of the shares of the common stock were based on the conversion terms of the respective convertible notes. 5,000,000 25,000 0.005 A summary of the issuance of shares of Common Stock, related consideration and fair value of transaction, for fiscal 2013, is as follows: Number of shares of common stock Fair Value at Issuance Fair Value at Issuance (per share) Shares issued to satisfy accrued compensation. The fair value of the shares of the common stock were based on the sale of common stock in a private placement. 100,000,000 $ 500,000 0.005 Conversion of convertible notes payable and accrued interest. The fair value of the shares of the common stock were based on the conversion terms of the respective convertible notes. 3,166,667 15,833 0.005 Shares issued pursuant to private placement 18,000,000 90,000 0.005 Shares issued pursuant to non-cash exercise of options to satisfy obligations. The fair value of the shares of the common stock were based on the exercise price of the stock options. 60,000,000 150,000 0.0025 Preferred Stock All issued and outstanding shares of the Companys preferred stock has a par value of $0.01 per share and rank prior to any class or series of the Companys common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends, except for Series Y Preferred Stock. All preferred stock shall have no voting rights except if such amendment would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the Company and cancel or modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock. Series B Preferred Stock The Series B Preferred Stock has a stated value of $5.00 per share. Each share of Series B preferred Stock is convertible in 20 shares of the Companys common stock. In addition, the holders of the preferred stock are entitled to receive annual dividends of 10% payable in cash or shares of the Companys common stock, at the Companys option. At June 30, 2013, the Companys undeclared cumulative dividends aggregated approximately $448,800. Series C Preferred Stock The Series C Preferred Stock has a stated value of $30.00 per share. Each share of Series C Preferred Stock is convertible in 100 shares of the Companys common stock. Series D Preferred Stock The Series D Preferred Stock has a stated value of $25,000 per share. Each share of the Series D preferred Stock is convertible in 1,000,000 shares of the Companys common stock. In addition, the holders of the Series D Preferred Stock are entitled to receive a participation interest in the annual net profits generated from any future business activities undertaken by the Company in Brazil. Series F Preferred Stock The Series F Preferred Stock has a stated value of $5,000 per share. Each share of Series F Preferred Stock is convertible in 200,000 shares of the Companys common stock. Series H Preferred Stock The Series H Preferred Stock has a stated value of $1,000 per share. Each share of Series H Preferred Stock is convertible into the greater of a) $0.025 per share or b) 100% of the average three lowest closing bid prices for the ten trading days immediately preceding the notice of conversion. Series I Preferred Stock The Series I Preferred Stock has a stated value of $10.00 per share. Each share of Series I Preferred Stock is convertible into 500 shares of the Companys common stock. Series J Preferred Stock The Series J Preferred Stock has a stated value of $2,500 per share. Each share of the Series J Preferred Stock is convertible into the Companys common shares using a conversion price equal to 50% of the average closing price of the Companys common stock for the ten trading days immediately preceding the conversion date, although in no instance less than $0.01 per share or greater than $0.03 per share. Series Y Preferred Stock The Series Y Preferred Stock has a stated value and par value of $0.01 and has no liquidity preference. Each share of Series Y Preferred Stock has 203 votes per share and has the right to vote with the common shareholders in all matters. The shares are convertible into one share of the Companys common stock at the holders option subject to an adjustment upon issuing dividends or distributions payable in common stock and reverse or forward stock splits. The shares are held by one of the Companys former Chairman of the Board. Warrants The following is a summary of the Companys activity related to its warrants between July 1, 2011 and June 30, 2013: Warrants Weighted Average Price Per Share Weighted Average Remaining Contractual Term Balance, July 1, 2011 49,500,000 $ 0.01 0.81 Granted 37,547,293 0.006 Exercised - - Forfeitures (30,000,000 ) 0.02 Outstanding at June 30, 2012 57,047,293 0.02 2.19 Granted 7,000,000 0.025 Exercised - - Forfeitures (19,000,000 ) 0.01 Outstanding and exercisable at June 30, 2013 45,047,293 $ 0.02 1.48 The warrants have no intrinsic value as of June 30, 2013. The Company issued 7,000,000 warrants pursuant to private placements during fiscal 2013. The warrants are exercisable at a rate of $0.025 per share and expire in August 2014 and March 2015. The Company issued 15,333,333 warrants to several note holders in lieu of interest during fiscal 2012. The warrants are exercisable at $0.025 per share and expire in May 2015. The fair value of the warrants at issuance of $92,000 is included in interest expense. The 15,333,333 warrants were valued on the grant date at approximately $0.006 per warrant or a total of $92,000 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.007 per share (based on the quoted trading price on the date of grant), volatility of 232% (based from volatilities of similar companies), expected term of 3 years, and a risk free interest rate of 0.03%. The Company issued 17,213,960 warrants to several consultants during fiscal 2012. The warrants are exercisable at a range of $0.025 to $0.005 and expire between December 2013 and May 2017. The fair value of the warrants at issuance of $100,784 is included in selling, general, and administrative expenses. The 17,213,960 warrants were valued on the grant date at approximately $0.006 per warrant or a total of $100,784 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.007 per share (based on the quoted trading price on the date of grant), volatility of 232% (based from volatilities of similar companies), expected terms from 3 to 5 years, and a risk free interest rate of 0.07%. The Company issued 5,000,000 warrants to a related party by means of common ownership and management with the Company during fiscal 2012. The related party is providing assistance to the Companys Chairman of the Board in his duties. The warrants are exercisable at $0.025 per share and expired in April 2013. The fair value of the warrants at issuance, which amounted to $9,500, is included in selling, general, and administrative expenses. Options In January 2001, The Company adopted the 2001 Employee Stock Compensation Plan, or the Plan. The Plan provided for stock compensation through the award of shares of the Companys common stock. The Companys board of directors may appoint a Compensation Committee of the board of directors to administer the Plan. In the absence of such appointment, the board of directors was responsible for the administration of the Plan. The Company did not appoint a Compensation Committee to administer the plan. The board of directors had the sole power to award shares of common stock under the Plan, as well as determining those eligible to receive an award of Plan shares. Awards of shares under the Plan may be made as compensation for services rendered, directly or in lieu of other compensation payable, as a bonus in recognition of past service or performance or may be sold to an employee. The maximum number of shares which may be awarded under the plan is 5,000,000. Awards were generally granted to: ● executive officers, officers and directors (including advisory and other special directors) of the Company; ● full-time and part-time employees of our company; ● natural persons engaged by us as a consultant, advisor or agent; and; ● a lawyer, law firm, accountant or accounting firm, or other professional or professional firm engaged by us. Grants to employees may be made for cash, property, services rendered or other form of payment constituting lawful consideration under applicable law. Shares awarded other than for services rendered may not be sold at less than the fair value of our common stock on the date of grant. The plan terminated in January 2011. The board of directors had absolute discretion to amend the plan with the exception that the board had no authority to extend the term of the plan, to increase the number of shares subject to award under the plan or to amend the definition of Employee under the plan. The Company generally recognizes its share-based payment over the vesting terms of the underlying options. The following is a summary of the Companys activity related to its options between July 1, 2011 and June 30, 2013: Options Weighted Average Price Per Share Weighted Average Remaining Contractual Term Balance, July 1, 2011 86,000,000 $ 0.01 1.66 Granted - - Exercised - - Forfeitures (12,000,000 ) - Outstanding at June 30, 2012 74,000,000 0.01 0.86 Granted - - Exercised (60,000,000 ) - Forfeitures (14,000,000 ) - Outstanding and exercisable at June 30, 2013 - $ - The total compensation cost related to non-vested awards not yet recognized amounted to $0 at June 30, 2013. There was no intrinsic value as of June 30, 2013. The Companys policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not issue shares pursuant to the exercise of stock options from its treasury shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6: INCOME TAXES A reconciliation of the Companys effective tax rate to the statutory federal rate is as follows: Years Ended June 30, 2013 2012 Statutory federal rate -35.0 % -35.0 % State income taxes net of federal income tax benefit -3.6 % -3.6 % Permanent differences for tax purposes 66 % 23.7 % Change in valuation allowance -27.4 % 14.9 % Effective income tax rate: 0.0 % 0.0 % The components of the deferred tax assets and liabilities are as follows: June 30, 2013 2012 Deferred tax assets: Net operating loss carryovers $ 10,263,000 $ 9,964,000 Total deferred tax assets 10,263,000 9,964,000 Valuation allowance (10,263,000 ) (9,964,000 ) Net deferred tax asset $ - $ - At June 30, 2013, the Company had available net operating loss carryovers of approximately $26.6 million that may be applied against future taxable income and expires at various dates between 2026 and 2033. Such amounts may be subject to the limitations contained under Section 382 of the Internal Revenue Code relating to changes in ownership. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. The valuation allowance for the deferred tax asset increased by $299,000 during the fiscal year ended June 30, 2013. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7: RELATED PARTY TRANSACTIONS During fiscal 2013 and 2012, the Company incurred expenses of $120,000 and $161,000, respectively, to a related party by means of common ownership and management with the Company as compensation to our Chairman of the Board and President. During fiscal 2012, the Company issued 5,000,000 warrants with a fair value of $5,000 to a related party which employed our acting Chief Operating Officer, exercisable at $0.005 per share, expiring in September 2014. The Company also paid the same related party $8,000 as compensation to our acting Chief Operating Officer. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8: SUBSEQUENT EVENTS On March 25, 2014, the Company issued approximately 34,000,000 shares of Common Stock, subject to adjustment (the ASC Shares) to ASC Recap LLC (ASC), in connection with the settlement of up to approximately $2.5 million in liabilities of the Company (the Claim Amount), plus attorney fees and costs. In order to resolve the full Claim Amount, the Company would be required to issue additional shares to ASC from time to time. The ASC Shares were issued pursuant to an Order Approving Stipulation for Settlement of Claims (the Order) between the Company and ASC entered by the Superior Court of the State of Florida, Judicial District of Leon County on March 12, 2014, in settlement of accounts payable of the Company purchased by ASC from creditors of the Company in the aggregate amount equal to the Claim Amount, plus fees and costs. Pursuant to the agreed Order, ASC is entitled to 200,000 shares, plus that number of shares of Common Stock that is equal to the Claim Amount and reasonable attorney fees divided by seventy-five percent (75%) of the volume weighted average price as reported by Bloomberg over a period of time beginning on the date on which ASC receives the ASC Shares and ending on the date on which the aggregate trading volume of the Companys common stock is equal to three times the purchase price of the shares. In addition, upon the execution of this Agreement, the Company issued to ASC a convertible promissory note in the principal amount of One Hundred Twenty Five Thousand Dollars ($125,000.00), maturing six (6) months from the date of issuance. The convertible promissory note is convertible into the common stock of the Company at any time at a conversion price equal to 50% of the low closing bid price for the twenty days prior to conversion. The company is currently evaluating the accounting treatment of the convertible note. At no time may ASC and its affiliates collectively own more than 9.99% of the total number of shares of Common Stock outstanding. On August 13, 2015 ASC Recap LLC issued a letter of default to the company and returned the balance of the debt. On July 21, 2014, the Company entered into an agreement with C.K. Williams, Jr. (C.K. Williams), an unrelated party wherein the Company offered C.K. Williams an irrevocable option to purchase all interest in the Company. C.K. Williams shall form a new company which will purchase a controlling interest in the Company. The exercisable price of the option is $1,000,000 for 100% interest in the Company (the Option Agreement). On October 1, 2014 the Company agreed to restructure the Option Agreement as a result of the increase in valuation of the Company and the share price. The exercisable price of the option was $1,000,000 for 2 billion shares of the Company and giving him majority interest in the Company. The transaction will be renegotiated and mutually agreed upon on October 6, 2014. This agreement was terminated due to non-payment of the initial down payment pursuant to the agreement. On October 6, 2014, the Company entered into a bill of sale with Thomas P. Murphy related to the Option Agreement whereby the Company shall transfer One Billion (1,000,000,000) restricted shares of Common Stock to the buyer. The sale has the following terms: (1) on or about October 6, 2014 this Bill of Sale was executed; (2) $250,000 of which $20,000 shall be paid upon execution of this agreement by Mr. Murphy and the balance within 90 days as funds to keep the Company in compliance with SEC regulations and become a fully reporting company on OTC QB and for interim operating capital; (3) the One Billion (1,000,000,000) restricted shares of Common Stock shall be placed in an independent escrow account for the benefit of Mr. Murphy and/or assigns; (4) a draw down plan for the $750,000 balance of the purchase price and release of the escrowed One Billion (1,000,000,000) restricted shares of common stock will be developed and agreed by all parties; (5) any and all necessary ancillary agreements will be developed and executed; (6) when it is deemed appropriate by the parties, Mr. C. K. Williams will become a member of the Board of Directors and advisory board member of the Company. Mr. Murphy will also receive a hold harmless agreement from the Company as well as a non-dilution agreement to insure that he will be the majority stock holder and effective owner of the Company upon full payment for the One Billion (1,000,000,000) restricted shares of common stock. Thomas P. Murphy will become Chairman of the Board and Kevin Yates will resign as Chairman and remain the CEO of the Company. This bill of sale agreement was terminated due to non-payment of the initial down payment pursuant to the agreement. IBC Funds, LLC (IBC) and the Company entered into a Settlement Agreement on October 9, 2014. This agreement was approved by the Manatee County Court on October 10, 2014. The Company agreed to settle the outstanding liabilities of approximately $259,000 (the IBC Claim Amount) to IBC. Pursuant to the settlement agreement, the IBC Claim amount is payable into number of shares of Common Stock equal to fifty percent (50% discount) of the lowest sales price during the fifteen day trading period preceding the request of payment. In the event the Company is delinquent on issuance of the Companys shares upon request, the discount shall be increased by five percent (5%) as well as additional five percent (5%) for each additional delinquency until all settlement shares have been received. At no time may IBC and its affiliates collectively own more than 4.99% of the total number of shares of Common Stock outstanding. On February 12, 2015 IBC issued a letter of default to the company. On September 17, 2014 the Company with the majority consent of its investors amended its Articles of Incorporation to increase the total authorized capital stock to 3,751,000,000 shares consisting of 3,750,000,000 shares of common stock and 1,000,000 preferred stock, par value $0.001 per share. On November 28, 2014 the Board approved the cancellation of 1,000,000 shares of common stock and was completed on December 1, 2014. On November 22, 2014 the company announced, it has signed a definitive agreement with The Ronn Motor Group, with offices in Dalian, China and the United States, to license and market NuStates IP software, GPSTrax, for use by Ronn Motor Groups partners in China and other international markets. Completion of the exclusive license and marketing agreements was announced by NuState CEO Kevin Yates, who is focused on expanding international contracts for the companys IP software, with particular emphasis on the alternative and emerging fuel application. On July24, 2015, our board of directors appointed Kathleen Roberton to serve as our President/Chief Executive Officer. Concurrently with this appointment, Kevin Yates acquiescent his position as Chief Executive Officer and will remain Chairman of the Board to oversee operations and sales development. On July 24, 2015 NSEH Board of Directors voted to enter into 2 separate Consulting Agreements per the recommendation of Kathleen Roberton, CEO, as described below. On July 27, 2015 NSEH signed a definitive Consulting Agreement with Enterprise Solutions LLC, i.e. Joseph Babiak. Enterprise Solutions LLC was awarded a total of 124,310,972 shares of Common Stock with 62,155,486 due at signing. The balance of shares are due thirty days from the time of signing. On July 28, 2015 NSEH signed a definitive consulting agreement with World Market Ventures LLC, i.e. Mr. Chad Curtis. World Market Ventures was awarded 122,273,087 shares of Restricted Common Stock of which 50,000,000 were due at the time of signing. The balance of shares are due thirty days from the time of signing. Both consultants were retained for similar yet different talents that include: business development and general business consulting and advice related to product development, software and mobile applications, mobile concierge service, consumer based solutions, training manuals, technical support as well as introductions to consumers and businesses for the Companys GPS technology and real-time technology products. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about the valuation for deferred tax asset and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2013 and 2012. |
Concentration of Credit Risks | Concentration of Credit Risks The Companys cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During fiscal 2013 and 2012, the Company has not reached bank balances exceeding the FDIC insurance limit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. The Companys derivative liability at June 30, 2012 is classified as Level 3 financial instrument. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts payable and accrued expenses, accrued compensation, accrued interest, note and convertible promissory notes payable, and liabilities from discontinued operations approximate their fair value due to the short maturity of these items. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Accounting for Derivative Instruments and Hedging Activities, or ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entitys own Equity, provides that, among other things, generally, if an event is not within the entitys control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Companys own stock. The Company issued certain promissory notes during fiscal 2012 which were convertible at variable rates. Such instruments were deemed to include embedded derivative until June 23, 2012, at which time, the Company and the note holders agreed to set a floor on the conversion rate. Accordingly, the Companys outstanding instruments are convertible with a floor conversion rate at June 30, 2013. Additionally, certain convertible promissory notes aggregating $145,000 included subsequent financing reset provisions which were recorded as embedded derivative at each measurement date through June 23, 2012, the date at which such notes became convertible with a floor conversion rate. |
Income Taxes | Income taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, Accounting for Income Taxes, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, |
Share-Based Payment | Share-Based Payments The Company accounts for stock-based compensation to employees in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. Stock-based compensation to non-employees is accounted for in accordance with ASC 505-50. The Company has elected to use the Black-Scholes-Merton, or BSM, option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 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. |
Segment Reporting | Segment Reporting The Company operates in one segment, which is to search for possible acquisition targets and merge with an operating company. The Companys chief operating decision-maker evaluates the performance of the Company based upon expenses by functional areas as disclosed in the Companys consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements have been issued but are deemed by management to be outside the scope of relevance to the Company. As an emerging growth company under the JOBS Act, we have elected to use the exemption allowing us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies pursuant to Section 102(b)(1) of the Act. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method) and other common stock equivalents such as convertible debt. June 30, 2013 June 30, 2012 Numerator: Net income (loss) available to common stockholders $ 1,287,953 $ (1,368,009 ) Decrease in fair value of derivative liabilities 5,556 26,086 Preferred Stock Dividends 74,800 74,800 Interest Expense on Convertible Notes 179,660 164,083 Numerator for basic earnings per share- net loss from continuing operations attributable to common stockholders as adjusted 1,287,953 (1,103,040 ) Denominator: Denominator for basic earnings per share weighted average shares 406,222,471 325,241,193 Effect of dilutive securities- : Stock options - - Warrants - - Convertible promissory notes 71,802,684 - Convertible Preferred Stock 66,103,400 - Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 644,128,555 325,241,193 Earnings (loss) per share: Basic and diluted Net earnings (loss) per share- basic $ 0.00 $ (0.00 ) Net earnings (loss) per share- diluted $ 0.00 $ (0.00 ) The potentially dilutive common shares outstanding at June 30, 2013 and 2012 are as follows: 2013 2012 Series B Preferred Stock 2,992,000 2,992,000 Series C Preferred Stock 33,200 33,200 Series D Preferred Stock 19,000,000 19,000,000 Series F Preferred Stock 25,695,200 25,695,000 Series H Preferred Stock 2,796,000 2,796,000 Series I Preferred Stock 15,000,000 15,000,000 Series J Preferred Stock 500,000 500,000 Series Y Preferred Stock 87,000 87,000 Convertible notes payable 173,002,686 152,859,165 Options - 74,000,000 Warrants 45,047,293 57,047,293 Total 284,153,379 350,009,658 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | June 30, 2013 June 30, 2012 Numerator: Net income (loss) available to common stockholders $ 1,027,837 $ (1,368,009 ) Decrease in fair value of derivative liabilities 5,556 26,086 Preferred Stock Dividends 74,800 74,800 Interest Expense on Convertible Notes 179,660 164,083 Numerator for basic earnings per share- net loss from continuing operations attributable to common stockholders as adjusted 1,287,953 (1,103,040 ) Denominator: Denominator for basic earnings per share weighted average shares 406,222,471 325,241,193 Effect of dilutive securities- : Stock options - - Warrants - - Convertible promissory notes 171,802,684 - Convertible Preferred Stock 66,103,400 - Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 644,128,555 325,241,193 Earnings (loss) per share: Basic and diluted Net earnings (loss) per share- basic $ 0.00 $ (0.00 ) Net earnings (loss) per share- diluted $ 0.00 $ (0.00 ) |
Summary of Weighted-average Anti-dilutive Common Share Equivalents | The potentially dilutive common shares outstanding at June 30, 2013 and 2012 are as follows: 2013 2012 Series B Preferred Stock 2,992,000 2,992,000 Series C Preferred Stock 33,200 33,200 Series D Preferred Stock 19,000,000 19,000,000 Series F Preferred Stock 25,695,200 25,695,000 Series H Preferred Stock 2,796,000 2,796,000 Series I Preferred Stock 15,000,000 15,000,000 Series J Preferred Stock 500,000 500,000 Series Y Preferred Stock 87,000 87,000 Convertible notes payable 173,002,686 152,859,165 Options - 74,000,000 Warrants 45,047,293 57,047,293 Total 284,153,379 350,009,658 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jun. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | A summary of the transactions related to the derivative liability for fiscal 2013 and 2012 is as follows: 2013 Derivative liability at July 1, 2012 $ 5,556 Decrease in fair value of derivative liability, recognized as other income (5,556 ) Derivative liability at June 30, 2013 $ - 2012 Derivative liability at July 1, 2011 $ 92,273 Issuance of embedded derivatives, recognized as debt discount 89,091 Decrease in fair value of derivative liability, recognized as other income (26,086 ) Reclassification of liability contracts to equity contracts (147,222 ) Conversion of notes payable (2,500 ) Derivative liability at June 30, 2012 $ 5,556 |
Schedule of Derivative Liabilities at Fair Value, Valuation Assumptions | The Company used the Black-Scholes-Merton method to determine the fair value of the derivative liability at each measurement dates, using the following assumptions: 2013 2012 Effective Exercise price - $0.0007-0.0009 Effective Market price - $0.0008-0.0018 Volatility - 233%-236% Risk-free interest - 0.04%-0.05% Terms - 1 day-23 months Expected dividend rate - 0 % |
Stockholder's Deficit (Tables)
Stockholder's Deficit (Tables) | 12 Months Ended |
Jun. 30, 2013 | |
Equity [Abstract] | |
Summary of Issuance of Shares of Common Stock Fair Value Transaction | A summary of the issuance of shares of Common Stock, related consideration and fair value of transaction, for fiscal 2012, is as follows: Number of shares of common stock Fair Value at Issuance Fair Value At Issuance (per share) Issuance to satisfy obligations. The fair value of the shares of the common stock were based on the quoted trading price on the date of grant. 5,000,000 $ 6,500 $ 0.001 Conversion of convertible notes payable. The fair value of the shares of the common stock were based on the conversion terms of the respective convertible notes. 5,000,000 25,000 0.005 A summary of the issuance of shares of Common Stock, related consideration and fair value of transaction, for fiscal 2013, is as follows: Number of shares of common stock Fair Value at Issuance Fair Value at Issuance (per share) Shares issued to satisfy accrued compensation. The fair value of the shares of the common stock were based on the sale of common stock in a private placement. 100,000,000 $ 500,000 0.005 Conversion of convertible notes payable and accrued interest. The fair value of the shares of the common stock were based on the conversion terms of the respective convertible notes. 3,166,667 15,833 0.005 Shares issued pursuant to private placement 18,000,000 90,000 0.005 Shares issued pursuant to non-cash exercise of options to satisfy obligations. The fair value of the shares of the common stock were based on the exercise price of the stock options. 60,000,000 150,000 0.0025 |
Summary of Activity Related to Warrants | The following is a summary of the Companys activity related to its warrants between July 1, 2011 and June 30, 2013: Warrants Weighted Average Price Per Share Weighted Average Remaining Contractual Term Balance, July 1, 2011 49,500,000 $ 0.01 0.81 Granted 37,547,293 0.006 Exercised - - Forfeitures (30,000,000 ) 0.02 Outstanding at June 30, 2012 57,047,293 0.02 2.19 Granted 7,000,000 0.025 Exercised - - Forfeitures (19,000,000 ) 0.01 Outstanding and exercisable at June 30, 2013 45,047,293 $ 0.02 1.48 |
Schedule of Stock Options Activity | The following is a summary of the Companys activity related to its options between July 1, 2011 and June 30, 2013: Options Weighted Average Price Per Share Weighted Average Remaining Contractual Term Balance, July 1, 2011 86,000,000 $ 0.01 1.66 Granted - - Exercised - - Forfeitures (12,000,000 ) - Outstanding at June 30, 2012 74,000,000 0.01 0.86 Granted - - Exercised (60,000,000 ) - Forfeitures (14,000,000 ) - Outstanding and exercisable at June 30, 2013 - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Companys effective tax rate to the statutory federal rate is as follows: Years Ended June 30, 2013 2012 Statutory federal rate -35.0 % -35.0 % State income taxes net of federal income tax benefit -3.6 % -3.6 % Permanent differences for tax purposes 66 % 23.7 % Change in valuation allowance -27.4 % 14.9 % Effective income tax rate: 0.0 % 0.0 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows: June 30, 2013 2012 Deferred tax assets: Net operating loss carryovers $ 10,263,000 $ 9,964,000 Total deferred tax assets 10,263,000 9,964,000 Valuation allowance (10,263,000 ) (9,964,000 ) Net deferred tax asset $ - $ - |
Organization, Description of 20
Organization, Description of Business and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Organization Description Of Business And Going Concern Details Narrative | ||
Assets | $ 471 | $ 10 |
Liabilities | 1,900,000 | |
Gain from discontinued operations | 1,900,000 | |
Net cash used in operating activities | (144,539) | $ (281,886) |
Working capital deficit | $ 4,300,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Jun. 30, 2013USD ($)Segment | Jun. 30, 2012USD ($) | Jun. 23, 2012USD ($) | |
Accounting Policies [Abstract] | |||
Cash equivalents | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Convertible promissory notes | $ 1,600,000 | $ 1,500,000 | $ 145,000 |
Number of Operating Segments | Segment | 1 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Accounting Policies [Abstract] | ||
Net income (loss) available to common stockholders | $ 1,027,837 | $ (1,368,009) |
Decrease in fair value of deriviative liabilities | 5,556 | 26,086 |
Preferred stock dividends | 74,800 | 74,800 |
Interest Expense on Convertible Notes | 179,660 | 164,083 |
Numerator for basic earnings per share- net loss from continuing operations attributable to common stockholders-as adjusted | $ 1,287,953 | $ (1,103,040) |
Denominator for basic earnings per share--weighted average shares | 406,222,471 | 325,241,193 |
Stock options | ||
Warrants | ||
Convertible promissory notes | $ 171,802,684 | |
Convertible Preferred Stock | $ 66,103,400 | |
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions | 644,128,555 | 325,241,193 |
Net earnings (loss) per share-basic | $ 0 | $ 0 |
Net earnings (loss) per share-diluted | $ 0 | $ 0 |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies - Summary of Weighted-average Anti-dilutive Common Share Equivalents (Details) - shares | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Anti-dilutive common shares equivalents | 284,153,379 | 350,009,658 |
Series B Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 2,992,000 | 2,992,000 |
Series C Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 33,200 | 33,200 |
Series D Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 19,000,000 | 19,000,000 |
Series F Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 25,695,200 | 25,695,000 |
Series H Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 2,796,000 | 2,796,000 |
Series I Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 15,000,000 | 15,000,000 |
Series J Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 500,000 | 500,000 |
Series Y Preferred Stock [Member] | ||
Anti-dilutive common shares equivalents | 87,000 | 87,000 |
Convertible Notes Payable [Member] | ||
Anti-dilutive common shares equivalents | 173,002,686 | 152,859,165 |
Options [Member] | ||
Anti-dilutive common shares equivalents | 74,000,000 | |
Warrants [Member] | ||
Anti-dilutive common shares equivalents | 45,047,293 | 57,047,293 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability beginning of period | $ 5,556 | $ 92,273 |
Issuance of embedded derivatives, recognized as debt discount | 89,091 | |
Decrease in fair value of derivative liability, recognized as other income | (5,556) | (26,086) |
Reclassification of liability contracts to equity contracts | (147,222) | |
Conversion of notes payable | (2,500) | |
Derivative liability end of period | $ 5,556 | $ 5,556 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Effective Exercise price | ||
Effective Market price | ||
Volatility | ||
Terms (months) | ||
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Effective Exercise price | $ 0.0007 | |
Effective Market price | $ 0.0008 | |
Volatility | 233.00% | |
Risk-free interest | 0.04% | |
Terms (months) | 1 day | |
Maximum [Member] | ||
Effective Exercise price | $ 0.0009 | |
Effective Market price | $ 0.0018 | |
Volatility | 236.00% | |
Risk-free interest | 0.05% | |
Terms (months) | 23 months |
Convertible Notes Payable and26
Convertible Notes Payable and Note Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 23, 2012 | |
Convertible notes payable | $ 1,600,000 | $ 1,500,000 | $ 145,000 |
Accrued interest | 273,000 | $ 385,000 | |
Debt interest expense | 50,000 | ||
Proceeds from convertible debt | 55,000 | $ 237,000 | |
Debt conversion shares issued | 5,000,000 | ||
Debt conversion amount | 15,833 | $ 25,000 | |
Debt instrument discount recognized | 0 | 89,000 | |
Amortization of debt discount | 3,712 | 159,108 | |
Equity Transaction [Member] | |||
Accrued interest | 5,833 | ||
Proceeds from convertible debt | $ 55,000 | $ 237,000 | |
Debt conversion shares issued | 3,166,167 | 5,000,000 | |
Debt conversion amount | $ 10,000 | $ 25,000 | |
Number of stock issued for satisfy obligations, shares | 5,000,000 | ||
Number of stock issued for satisfy obligations | $ 6,500 | ||
Amortization of debt discount | 3,700 | $ 159,000 | |
Convertible Notes Payable [Member] | |||
Accrued interest | 100,000 | ||
Increases in convertible notes payable | 1,500,000 | ||
Debt interest expense | 50,000 | ||
Convertible Notes Payable [Member] | Convertible Note Converted Into Warrants [Member] | |||
Convertible notes payable | $ 192,000 | ||
Convertible debt instrument conversion price per share | $ 0.025 | ||
Debt conversion number of warrants issued | 19,200,000 | ||
Class of warrant expriation year | 3 years | ||
Convertible Notes Payable [Member] | Minimum [Member] | |||
Debt instrument interest rate percentage | 10.00% | ||
Convertible debt instrument conversion price per share | $ 0.00064 | ||
Convertible Notes Payable [Member] | Maximum [Member] | |||
Debt instrument interest rate percentage | 18.00% | ||
Convertible debt instrument conversion price per share | $ 0.0267 | ||
Notes Payable [Member] | |||
Debt instrument interest rate percentage | 8.00% | 16.00% | |
Accrued interest | $ 1,200,000 | $ 976,000 | |
Notes payable | 265,000 | $ 265,000 | |
Proceeds from convertible debt | $ 32,000 |
Stockholder's Deficit (Details
Stockholder's Deficit (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Additional paid in capital adjustment | $ 282,000 | |
Stock price per share | ||
Warrants [Member] | Related Party [Member] | ||
Debt conversion warrants issued | 5,000,000 | |
Class of warrant or rights exercise price | $ 0.025 | |
Warrants expire | April 2,013 | |
Fair value of warrants | $ 9,500 | |
Warrants [Member] | Private Placement [Member] | ||
Debt conversion warrants issued | 7,000,000 | |
Class of warrant or rights exercise price | $ 0.025 | |
Warrants [Member] | Several Note Holders [Member] | ||
Debt conversion warrants issued | 15,333,333 | |
Class of warrant or rights exercise price | $ 0.025 | |
Warrants expire | May 2,015 | |
Fair value of warrants grant date per warrant | $ 0.006 | |
Fair value of warrants | $ 92,000 | |
Stock price per share | $ 0.007 | |
Volatility rate | 232.00% | |
Expected term | 3 years | |
Risk free interest rate | 0.03% | |
Warrants [Member] | Several Consultants [Member] | ||
Debt conversion warrants issued | 17,213,960 | |
Warrants expire | December 2013 and May 2017 | |
Fair value of warrants grant date per warrant | $ 0.006 | |
Fair value of warrants | $ 100,784 | |
Stock price per share | $ 0.007 | |
Volatility rate | 232.00% | |
Risk free interest rate | 0.07% | |
Options [Member] | ||
Share-based compensation number of shares awarded | 5,000,000 | |
Share-based compensation cost related to non-vested awards not yet recognized | $ 0 | |
Intrinsic value | $ 0 | |
Minimum [Member] | ||
Stock price per share | $ 0.0008 | |
Minimum [Member] | Warrants [Member] | Several Consultants [Member] | ||
Class of warrant or rights exercise price | $ 0.025 | |
Expected term | 3 years | |
Maximum [Member] | ||
Stock price per share | $ 0.0018 | |
Maximum [Member] | Warrants [Member] | Several Consultants [Member] | ||
Class of warrant or rights exercise price | $ 0.005 | |
Expected term | 5 years | |
Series B Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 5 | |
Convertible preferred stock number of shares issued upon conversion | 20 | |
Preferred stock dividend percentage | 10.00% | |
Aggregate dividends payble | $ 448,800 | |
Series C Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 30 | |
Convertible preferred stock number of shares issued upon conversion | 100 | |
Series D Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 25,000 | |
Convertible preferred stock number of shares issued upon conversion | 1,000,000 | |
Series F Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 5,000 | |
Convertible preferred stock number of shares issued upon conversion | 200,000 | |
Series H Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 1,000 | |
Convertible preferred stock, conversion price | $ 0.025 | |
Percentage of convertible preferred stock, lowest closing bid prices | 100.00% | |
Convertible preferred stock trading days | 10 days | |
Series I Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 0.01 | |
Convertible preferred stock number of shares issued upon conversion | 500 | |
Series J Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 0.01 | |
Convertible preferred stock conversion percentage | 50.00% | |
Series J Preferred Stock [Member] | Minimum [Member] | ||
Convertible preferred stock, conversion price | $ 0.01 | |
Series J Preferred Stock [Member] | Maximum [Member] | ||
Convertible preferred stock, conversion price | 0.03 | |
Series Y Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 0.01 | |
Preferred stock voting rights | 203 |
Stockholder's Deficit - Summary
Stockholder's Deficit - Summary of Issuance of Shares of Common Stock Fair Value Transaction (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Equity [Abstract] | ||
Stock issued during period shares | 100,000,000 | 5,000,000 |
Stock issued during period value | $ 500,000 | $ 6,500 |
Stock price per share | $ 0.005 | $ 0.005 |
Conversion of convertible notes payable | 5,000,000 | |
Conversion of convertible notes payable value | $ 15,833 | $ 25,000 |
Conversion of convertible notes payable per share value | $ 0.005 | $ 0.005 |
Shares issued pursuant to private placement | 18,000,000 | |
Shares issued pursuant to private placement value | $ 90,000 | |
Shares issued pursuant to private placement per share value | $ 0.005 | |
Shares issued pursuant to non-cash exercise of options to satisfy obligations | 60,000,000 | |
Shares issued pursuant to non-cash exercise of options to satisfy obligations value | $ 150,000 | |
Shares issued pursuant to non-cash exercise of options to satisfy obligations per share value | $ 0.0025 |
Stockholder's Deficit - Summa29
Stockholder's Deficit - Summary of Activity Related to Warrants (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | |
Equity [Abstract] | |||
Warrants, Beginning balance | 57,047,293 | 49,500,000 | |
Warrants, Granted | 7,000,000 | 37,547,293 | |
Warrants, Exercised | |||
Warrants, Forfeitures | (19,000,000) | (30,000,000) | |
Warrants, Ending balance | 45,047,293 | 57,047,293 | 49,500,000 |
Weighted Average Price Per Share, Beginning balance | $ 0.02 | $ 0.001 | |
Weighted Average Price Per Share, Granted | $ 0.025 | $ 0.006 | |
Weighted Average Price Per Share, Exercised | |||
Weighted Average Price Per Share, Forfeitures | $ 0.01 | $ 0.02 | |
Weighted Average Price Per Share, Ending balance | $ 0.02 | $ 0.02 | $ 0.001 |
Weighted Average Remaining Contractual Term | 2 years 2 months 9 days | 9 months 22 days | |
Weighted Average Remaining Contractual Term, Exercisable | 1 year 5 months 23 days |
Stockholder's Deficit - Schedul
Stockholder's Deficit - Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | |
Equity [Abstract] | |||
Options, Beginning Balance | 74,000,000 | 86,000,000 | |
Options, Granted | |||
Options, Exercised | (60,000,000) | ||
Options, Forfeitures | (14,000,000) | (12,000,000) | |
Options, End Balance | 74,000,000 | 86,000,000 | |
Weighted Average Price Per Shares, Beginning | $ 0.01 | $ 0.01 | |
Weighted Average Price Per Shares, Granted | |||
Weighted Average Price Per Shares, Exercised | |||
Weighted Average Price Per Shares, Forfeitures | |||
Weighted Average Price Per Shares, End | $ 0.01 | $ 0.01 | |
Weighted Average Remaining Contractual Term, Outstanding | 10 months 10 days | 1 year 7 months 28 days |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | Jun. 30, 2013USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryovers | $ 26,600,000 |
Change in valuation allowance | $ 299,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | (35.00%) | (35.00%) |
State income taxes net of federal income tax benefit | (3.60%) | (3.60%) |
Permanent differences for tax purposes | 66.00% | 23.70% |
Change in valuation allowance | (27.40%) | 14.90% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2013 | Jun. 30, 2012 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 10,263,000 | $ 9,964,000 |
Total deferred tax assets | 10,263,000 | 9,964,000 |
Valuation allowance | $ (10,263,000) | $ (9,964,000) |
Net deferred tax asset |
Retaled Party Transaction (Deta
Retaled Party Transaction (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Chairman of the Board and President [Member] | ||
Compensation expenses incurred | $ 120,000 | $ 161,000 |
Chief Operating Officer [Member] | ||
Number of warrants issued | 5,000,000 | |
Fair value of warrant | $ 5,000 | |
Warrants exercise price per share | $ 0.005 | |
Officers' compensation | $ 8,000 | |
Warrants expire | September 2,014 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 29, 2015 | Jul. 27, 2015 | Nov. 28, 2014 | Oct. 06, 2014 | Mar. 25, 2014 | Mar. 12, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 09, 2014 | Sep. 17, 2014 | Jul. 21, 2014 |
Outstanding liabilities | $ 1,900,000 | ||||||||||
Common stock, shares authorized | 3,750,000,000 | 3,750,000,000 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Cancellation shares of common stock | 14,000,000 | 12,000,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Stock issued during period shares issued for services | 34,000,000 | ||||||||||
Stock issued during period value issued for services | $ 2,500,000 | ||||||||||
Common stock issued for settlement of accounts payable | 200,000 | ||||||||||
Percentage of claim amount and reasonable attorney fees divided to volume weighted average price | 75.00% | ||||||||||
Convertible promissory note principal amount | $ 125,000 | ||||||||||
Convertible promissory note maturing period | 6 months | ||||||||||
Percentage of convertible promissory note converted into common stock | 50.00% | ||||||||||
Affiliates collectively owned maximum number of common stock outstanding | 9.99% | ||||||||||
Total authorized capital stock | 3,751,000,000 | ||||||||||
Common stock, shares authorized | 3,750,000,000 | ||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Cancellation shares of common stock | 1,000,000 | ||||||||||
Subsequent Event [Member] | C.K. Williams [Member] | |||||||||||
Exercisable price of option | $ 1,000,000 | ||||||||||
Percentage of exercisable price of option interest rate | 100.00% | ||||||||||
Exercisable price of option shares | 2,000,000,000 | ||||||||||
Subsequent Event [Member] | Thomas P. Murphy [Member] | |||||||||||
Bill of sale option agreement restricted shares of common stock | 1,000,000,000 | ||||||||||
Bill of sale executed amount | $ 250,000 | ||||||||||
Future minimum payment bill of sale | 20,000 | ||||||||||
Purchase price and release of escrowed | $ 750,000 | ||||||||||
Subsequent Event [Member] | IBC Funds, LLC [Member] | Settlement Agreement [Member] | |||||||||||
Affiliates collectively owned maximum number of common stock outstanding | 4.99% | ||||||||||
Outstanding liabilities | $ 259,000 | ||||||||||
Percentage of oustanding liabilities claim amount | 50.00% | ||||||||||
Percentage of delinquent issuance shares increased | 5.00% | ||||||||||
Percentage of additional delinquent issuance shares | 5.00% | ||||||||||
Subsequent Event [Member] | Enterprise Solutions LLC [Member] | |||||||||||
Shares awarded | 124,310,972 | ||||||||||
Awarded shares issued | 62,155,486 | ||||||||||
Subsequent Event [Member] | World Market Ventures LLC [Member] | |||||||||||
Shares awarded | 122,273,087 | ||||||||||
Awarded shares issued | 50,000,000 |