15. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | Common Stock |
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As disclosed in our definitive Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on December 15, 2014, and as disclosed in our 8-K as filed with the Securities and Exchange Commission on January 5, 2015, the board of directors and majority stockholder of our company approved a Certificate of Amendment to our Certificate of Incorporation to: |
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| ● | change our company’s name from "IceWEB, Inc." to “UnifiedOnline, Inc.”; | | | | | | | | | | | | | |
| ● | increase the number of authorized shares of our common stock from 5,000,000,000 to 6,000,000,000 shares; and | | | | | | | | | | | | | |
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| ● | effect a reverse stock split of our outstanding common stock on the basis of one for four hundred (1:400). | | | | | | | | | | | | | |
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The effective date of these actions was January 5, 2015. Our common stock will be quoted on the OTC Bulletin Board on a post-split basis beginning on January 6, 2015. Our CUSIP number will change to 90470W101. Our common stock will be quoted under the symbol “IWEBD” for 20 business days, after which time the symbol will change to UOIP to reflect our new name. |
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As a result of the reverse stock split, each 400 shares of our common stock issued and outstanding, or held as treasury shares, immediately prior to the effective date of the reverse stock split becomes one share of our common stock on the effective date of the reverse stock split. No fractional shares of common stock will be issued to any shareholder in connection with the reverse stock split and all fractional shares which might otherwise be issuable as a result of the reverse stock split will be rounded up to the nearest whole share. |
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After the effective date of the reverse stock split, each certificate representing shares of pre-reverse stock split common stock will be deemed to represent 1/400th of a share of our post-reverse stock split common stock, subject to rounding for fractional shares, and the records of our transfer agent, Olde Monmouth Stock Transfer Co., Inc., will be adjusted to give effect to the reverse stock split. Following the effective date of the reverse stock split, the share certificates representing the pre-reverse stock split common stock in our former name will continue to be valid for the appropriate number of shares of post-reverse stock split common stock, adjusted for rounding, in our new name. Certificates representing shares of the post-reverse stock split under our new name will be issued in due course as certificates for pre-reverse stock split common shares are tendered for exchange or transfer to our transfer agent. |
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Accordingly, we have adjusted all issued and outstanding warrants and employee stock options to reflect the reverse stock split. Additionally, we have retroactively adjusted all share and per share data for all periods presented. |
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On July 1, 2014, the Company obtained written consent from UnifiedOnline! LLC approving an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, to Five Billion (5,000,000,000) authorized shares of Common Stock, par value $0.001 per share; and to retain the class of its authorized stock known as Preferred Stock, comprised of Ten Million (10,000,000) shares, par value $0.001 per share. Series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors. The Preferred Stock continues to maintain the same designations, preferences, conversion and other rights that existed prior to the amendment to the Certificate of Incorporation. |
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UnifiedOnline! LLC is the Company shareholder holding sufficient votes to approve this amendment. The amendment was previously approved by the Company’s Board of Directors, subject to shareholder approval. |
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Six months ended December 31, 2014 Transactions |
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In July, 2014, the Company issued 243,750 shares of common stock, at the original conversion terms, at a per share price ranging from $0.0006 to $0.00024 valued at $35,250 as a partial conversion of principal and interest due under a convertible note. |
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In July, 2014, the Company issued 132,396 shares of common stock, at the original conversion terms, at a per share price of $0.00024 valued at $12,710 as a partial conversion of principal and interest due under a convertible note. |
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In July, 2014, the Company issued 357,182 shares of common stock, at the original conversion terms, at a per share price ranging from $0.00048 to $0.00024 valued at $48,400 as a partial conversion of principal and interest due under a convertible note. |
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In August, 2014, the Company issued 119,614 shares of common stock, at the original conversion terms, at a per share price of $0.00018 valued at $8,612, in full satisfaction of $62,222 of principal and interest due under a convertible note. |
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In August, 2014, the Company issued 867,827 shares of common stock, at the original conversion terms, at a per share price ranging from $0.00018 to $0.00010 valued at $42,410 in full satisfaction of principal and interest due under a convertible note. |
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In August, 2014, the Company issued 942,008 shares of common stock, at the original conversion terms, at a per share price ranging from $0.00018 to $0.00006 valued at $38,714 as a partial conversion of principal and interest due under a convertible note. |
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In September, 2014, the Company issued 1,327,239 shares of common stock, at the original conversion terms, at a per share price ranging from $0.00008 to $0.00006 valued at $33,360 as a partial conversion of principal and interest due under a convertible note. |
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In September, 2014, the Company issued 942,961 shares of common stock, at the original conversion terms, at a per share price of $0.00006 valued at $22,631 in full satisfaction of principal and interest due under a convertible note. |
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In September, 2014, the Company issued 1,649,708 shares of common stock, at the original conversion terms, at a per share price of $0.00006 valued at $39,593 as a partial conversion of principal and interest due under a convertible note. |
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In October, 2014, the Company issued 320,601 shares of common stock, at the original conversion terms, at a per share price of $0.00006 valued at $7,694 in full satisfaction of principal and interest due under a convertible note. |
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Preferred Stock |
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Our authorized capital includes 10,000,000 shares of blank check preferred stock, par value $0.001 per share. Our Board of Directors, without further stockholder approval, may issue our preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. In March 2005, our Board of Directors authorized a series of 1,666,667 shares of blank check preferred stock be designated as Series A Convertible Preferred Stock and on April 1, 2005 we filed a Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of Delaware. In September 2005, our Board of Directors authorized a series of 833,334 shares of blank check preferred stock be designated as Series B Convertible Preferred Stock and on September 28, 2005, we filed a Certificate of Designations of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of Delaware. On December 29, 2005, we filed an Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock increasing the number of shares authorized under this series to 1,833,334 shares. |
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A) Series B Convertible Preferred Stock |
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The designations, rights and preferences of the Series B Convertible Preferred Stock provide: |
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● | No dividends are payable on the Series B Convertible Preferred Stock. So long as these shares are outstanding, we cannot pay dividends on our common stock nor can it redeem any shares of its common stock, the shares of Series B Convertible Preferred Stock do not have any voting rights, except as may be provided under Delaware law, | | | | | | | | | | | | | | |
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● | So long as the shares are outstanding, we cannot change the designations of the Series B Convertible Preferred Stock, create a class of securities that in the instance of payment of dividends or distribution of assets upon our liquidation ranks senior to or pari passu with the Series B Convertible Preferred Stock or increase the number of authorized shares of Series B Convertible Preferred Stock, | | | | | | | | | | | | | | |
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● | Each share of Series B Convertible Preferred Stock is convertible at the option of the holder into one share of our common stock based upon an initial conversion value of $0.2727 per share. The conversion ratio is subject to adjustment in the event of stock dividends, stock splits or reclassification of our common stock. No conversion of the Series B Convertible Preferred Stock may occur if a conversion would result in the holder, and any of its affiliates beneficially owning more than 4.9% of our outstanding common shares following such conversion. This provision may be waived or amended only with the consent of the holders of all of the Series B Convertible Preferred Stock and the consent of the holders of a majority of our outstanding shares of common stock who are not affiliates, and | | | | | | | | | | | | | | |
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● | the shares of Series B Convertible Preferred Stock automatically convert into shares of our common stock in the event of change of control of the Company. | | | | | | | | | | | | | | |
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● | At December 31, 2014, there were 626,667 shares of Series B Convertible Preferred Stock outstanding. | | | | | | | | | | | | | | |
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B) Series AA Preferred Stock |
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On April 23, 2014, the Company authorized the creation of the Corporation’s Series AA Preferred Stock pursuant to the terms and conditions of that certain Certificate of Designations, Preferences and Rights and Limitations of Series AA Preferred Stock (the “Certificate of Designations”). The Corporation is authorized to issue 10,000,000 shares of preferred stock, of which 626,667 shares of Series B Convertible Preferred Stock have been previously issued and remain outstanding. Out of the remaining 9,373,333 authorized but unissued shares of preferred stock, the Certificate of Designations creates four hundred thousand (400,000) shares of Series AA Preferred Stock, $0.001 par value per share (the “Series AA Preferred Stock”), with the following powers and rights: |
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● | the holders of the Series AA Preferred Stock have five thousand (5,000) times that number of votes on all matters submitted to the shareholders of the Corporation that is equal to the number of shares of Common Stock of the Corporation, | | | | | | | | | | | | | | |
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● | the holders of the Series AA Preferred Stock shall vote together with the holders of Common Stock as a single class upon all matters submitted to the holders of Common Stock of the Corporation, | | | | | | | | | | | | | | |
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● | the holders of the Series AA Preferred Stock are not entitled to receive dividends paid on the Common Stock of the Corporation, | | | | | | | | | | | | | | |
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● | the holders of the Series AA Preferred Stock are not entitled to receive any preference over the holders of Common Stock of the Corporation following a liquidation, dissolution and winding up of the Corporation, and | | | | | | | | | | | | | | |
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● | on or after May 15, 2014, to the extent sufficient shares of Common Stock are authorized, the Series AA Preferred Stock is convertible into the shares of the Corporation’s fully diluted Common Stock, taking into account the exercise of all warrants, options or any other rights of issuance, of such number sufficient to provide the holders thereof, in the aggregate, ninety percent (90%) of all shares of Common Stock of the Corporation on a fully diluted basis. | | | | | | | | | | | | | | |
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● | At December 31, 2014, there were 400,000 shares of Series AA Preferred Stock outstanding. | | | | | | | | | | | | | | |
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Common Stock Warrants |
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The Company has issued and outstanding Series N warrants for 64,314,335 common shares, as adjusted, with a current exercise price of $0.024, as adjusted, which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company’s issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. Simultaneously with any reduction to the exercise price of the Series N warrants, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. The Series N warrants expire September 30, 2016. |
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The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants described above: (a) shares of common stock or standard options to the Company’s directors, officers, employees or consultants pursuant to a board-approved equity compensation program or other contract or arrangement; (b) shares of common stock issued upon the conversion or exercise of any security, right or other instrument convertible or exchangeable into common stock (or securities exchangeable into common stock) issued prior to November 23, 2011; and (c) shares of common stock and warrants in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s board of directors. |
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The Company has issued and outstanding Series O and Series Q warrants for 76,222 common shares, as adjusted, with a current exercise price of $11.20, as adjusted, expiring November 23, 2016. |
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The Company has issued and outstanding Series R warrants for 37,004 common shares, as adjusted, with a current exercise price of $60.00, as adjusted, expiring June 30, 2017. |
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In conjunction with our acquisition of Computers & Telecom, Inc. and subsidiary in October, 2013, we issued a warrant to Agility Ventures, LLC covering a total of 9,187 common shares, as adjusted, with a term of two years and a conversion price of $22.00 per share, as adjusted. |
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A summary of the status of the Company’s outstanding common stock warrants as of December 31, 2014 and changes during the six month period ending on that date is as follows: |
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| | Number of | | | Weighted Average | | | | | | | | |
| | Warrants | | | Exercise Price | | | | | | | | |
Balance at June 30, 2014 | | | 2,387,668,364 | | | $ | 0.028 | | | | | | | | |
Granted (due to ratchet provisions) | | | 23,387,030,900 | | | | 0.00006 | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | |
Forfeited | | | - | | | | - | | | | | | | | |
Adjusted for reverse split | | | (25,710,262,516 | ) | | | N/A | | | | | | | | |
Balance at December 31, 2014 | | | 64,436,748 | | | $ | 0.0748 | | | | | | | | |
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The ratchet provision was triggered by the conversion of convertible debt. |
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The following table summarizes information about common stock warrants outstanding at December 31, 2014: |
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Warrants Outstanding | | | Warrants Exercisable | |
Number Outstanding at | | Weighted Average | | Weighted Average | | | Number Exercisable at | | | Weighted Average | |
31-Dec-14 | | Remaining Life | | Exercise Price | | | 31-Dec-14 | | | Exercise Price | |
| 64,314,335 | | 1.75 Years | | $ | 0.024 | | | | 64,314,335 | | | $ | 0.024 | |
| 76,222 | | 1.90 Years | | | 11.2 | | | | 76,222 | | | | 11.2 | |
| 37,004 | | 2.50 Years | | | 60 | | | | 37,004 | | | | 60 | |
| 9,187 | | .75 Year | | | 22 | | | | 9,187 | | | | 22 | |
| 64,436,748 | | 1.75 Years | | $ | 0.0748 | | | | 64,436,748 | | | $ | 0.0748 | |
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