Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2014 | Jan. 08, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Entity Registrant Name | Sibling Group Holdings, Inc. | |
Entity Central Index Key | 1099728 | |
Current Fiscal Year End Date | -24 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 52,554,684 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Current assets | ||
Cash | $2,104 | $27,250 |
Accounts receivable | 96,273 | 77,356 |
Prepaid expenses | 312,421 | 202,363 |
Total current assets | 410,798 | 306,969 |
Intangible assets, net | 966,025 | 1,225,461 |
Total assets | 1,376,823 | 1,532,430 |
Current liabilities | ||
Accounts payable | 1,636,068 | 1,127,649 |
Accrued liabilities | 205,432 | 231,322 |
Deferred revenue | 872,673 | 634,643 |
Line of credit | 100,000 | |
Short-term notes payable | 137,500 | 37,500 |
Due to related party | 10,000 | |
Convertible note payable, net of discount | 166,909 | |
Derivative liability | 151,171 | |
Total current liabilities | 3,179,753 | 2,131,114 |
Stockholders' deficit | ||
Preferred stock, no par value; 10,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 9,387,541 | 8,016,481 |
Accumulated deficit | -11,195,554 | -8,619,317 |
Total stockholders' deficit | -1,802,930 | -598,684 |
Total liabilities and stockholders' deficit | 1,376,823 | 1,532,430 |
Convertible series common stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding [Member] | ||
Stockholders' deficit | ||
Common stock | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 50,842,973 and 41,518,251 issued and outstanding at December 31, 2014 and June 30, 2014 [Member] | ||
Stockholders' deficit | ||
Common stock | $5,083 | $4,152 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Preferred stock, no par value | $0 | $0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible Series Common Stock [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Stock [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 50,842,973 | 41,518,251 |
Common stock, shares outstanding | 50,842,973 | 41,518,251 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Consolidated Statements of Operations [Abstract] | ||||
Revenues | $570,374 | $1,100,134 | ||
Cost of goods sold | 207,556 | 409,104 | ||
Gross profit | 362,818 | 691,030 | ||
Operating expenses | ||||
General and administrative | 580,877 | 1,876,904 | 4,603 | |
Professional fees | 513,806 | 528,994 | 884,572 | 776,637 |
Total operating expenses | 1,094,683 | 528,994 | 2,761,476 | 781,240 |
Loss from operations | -731,865 | -528,994 | -2,070,446 | -781,240 |
Other income (expense) | ||||
Other (expense) | -129,719 | -259,437 | ||
Interest (expense) | -78,952 | -1,700 | -95,183 | -2,400 |
Loss on derivative | -151,171 | -151,171 | ||
Total other income (expense) | -359,842 | -1,700 | -505,791 | -2,400 |
Net loss | ($1,091,707) | ($530,694) | ($2,576,237) | ($783,640) |
Net loss per share | ($0.02) | ($0.03) | ($0.06) | ($0.04) |
Weighted average shares outstanding, basic and diluted | 49,096,886 | 18,701,070 | 46,136,364 | 18,701,070 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($2,576,237) | ($783,640) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Common stock issued for directors/board committee fees | 64,800 | 332,700 |
Common stock issued for services | 597,487 | 474,033 |
Common stock issued for compensation | 604,800 | |
Amortization of intangibles and debt discount | 276,754 | |
Changes in operating assets and liabilities | ||
Accounts receivable | -18,917 | |
Accounts payable | 509,419 | -55,768 |
Accrued liabilities | -22,395 | 2,400 |
Deferred revenue | 238,030 | |
Prepaid expenses | -110,058 | |
Derivative liability | 151,171 | |
Due to related parties | 10,000 | 25,633 |
Net cash (used in) operating activities | -275,146 | -4,642 |
Cash flows from investing activities | ||
Cash flows from financing activities | ||
Repayment of line of credit | -100,000 | |
Proceeds of short term notes payable | 100,000 | |
Proceeds of notes payable | 250,000 | |
Net cash provided by financing activities | 250,000 | |
Net change in cash | -25,146 | -4,642 |
Cash, beginning of period | 27,250 | 4,642 |
Cash, end of period | 2,104 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 15,774 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash operating and financing activities | ||
Common stock issued for settlement of note payable | 35,000 | |
Common stock issued for settlement of accounts payable | 1,000 | 82,587 |
Common stock issued for settlement of accrued interest payable | 13,500 | |
Common stock issued for prepaid expenses | 1,725 | |
Common stock issued for settlement of related party payable | 84,908 | |
Common stock issued for purchase of intangible asset | $24,000 |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Dec. 31, 2014 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation |
Organization | |
Sibling Group Holdings, Inc., referenced as the "SIBE," "Company," "we," "our," and "us" was incorporated under the laws of the State of Texas on December 28, 1988, as "Houston Produce Corporation". On June 24, 1997, the Company changed its name to "Net Masters Consultants, Inc." On November 27, 2002, the Company changed its name to "Sona Development Corporation" in an effort to restructure the business image to attract prospective business opportunities. Our name changed on May 14, 2007 to "Sibling Entertainment Group Holdings, Inc." and on August 15, 2012 the Company name was changed to "Sibling Group Holdings, Inc." | |
On March 30, 2013, SIBE, through its wholly owned subsidiary, BLSCH Acquisition, LLC signed a Closing Terms Addendum (the "Closing Addendum) to the previously disclosed Asset Purchase Agreement between the BLSCH Acquisition, LLC and BLENDEDSCHOOLS.NET, an unrelated third party ("Blended Schools") dated November 25, 2013. Under the terms of the Closing Addendum, we closed on the purchase of assets of Blended Schools effective as of May 30, 2014. Blended Schools provides online curriculum with 192 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system (LMS) environment featuring both Blackboard and Canvas; the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet today's ESL requirements. The Blendedschools.net staff provides online, and on-site training for Blended Learning training methods, conversion planning, and implementation. | |
Under the terms of the Closing Addendum, we agreed to pay the $550,000 purchase price for the assets by assuming $446,187 of Blended Schools' debt, by payment of $53,813 in cash on June 10, 2014, and agreeing to pay an additional $50,000 payment in cash on November 14, 2014 to Blended Schools. In addition, we agreed to pay certain other debts of Blended Schools as provided for in the Asset Purchase Agreement. | |
The Company focuses on providing services and technology aimed at increasing the performance in educational settings and operates through two (2) divisions, its Educational Management Organization (EMO) and its Technology and Services Group (TSG). The EMO intends to provide school management services, primarily within the charter school arena. The TSG division is focused on the development and deployment of software, systems and procedures to enhance the rate of learning in both primary and secondary education. It is based in Austin, Texas. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies | ||||||||||||||||
(a) Basis of Presentation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company changed its fiscal financial reporting year end from December 31 to be June 30, which represents the operating year ends of its current business. | |||||||||||||||||
(b) Going Concern | |||||||||||||||||
The financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has limited revenues, has a working capital deficit of $2,768,955 and incurred a loss of $2,576,237 for the recent six months ended December 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |||||||||||||||||
(c) Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts of assets and liabilities, derivative liabilities, debt discounts, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
(d) Allowance for Doubtful Accounts | |||||||||||||||||
Accounts receivables are recorded at their estimated collectible amounts. Management evaluates the collectability of its receivables periodically, largely based on the historical trends with the customer as well as current financial information available. If it is deemed appropriate an allowance is recorded as an expense in the current period. As of December 31, 2014 and June 30, 2014 there is no allowance for doubtful accounts recorded. | |||||||||||||||||
(e) Intangibles | |||||||||||||||||
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||||||
(f) Revenue Recognition | |||||||||||||||||
The Company typically will receive in full or a large prepayment on account for the use of its courses for the successive K-12 school year commencing on July 1. Revenues are amortized ratably over the contract term with the customer, typically over twelve months. Deferred revenues represents customer prepayments on account for the subscribed software and course content. | |||||||||||||||||
(g) Income Taxes | |||||||||||||||||
The Company utilizes Financial Accounting Standards Board Codification ('ASC"), ASC 740, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities, and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. | |||||||||||||||||
(h) Financial Instruments | |||||||||||||||||
In accordance with the requirements of ASC 820, "Financial Instruments, Disclosures about Fair Value of Financial Instruments," the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying values of cash, accounts payable, and amounts due to related parties approximate fair values due to the short-term maturity of the instruments. | |||||||||||||||||
Certain assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements. | |||||||||||||||||
The statement requires fair value measurement be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | |||||||||||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 151,171 | — | — | 151,171 | |||||||||||||
Total liabilities measured at fair value | $ | 151,171 | $ | — | $ | — | $ | 151,171 | |||||||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||||||||||||||
Beginning balance as of July 1, 2014 | $ | — | |||||||||||||||
Fair value of derivative liabilities issued | 117,398 | ||||||||||||||||
Conversion of notes payable | — | ||||||||||||||||
Loss on change in derivative liability | 33,773 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 151,171 | |||||||||||||||
The convertible notes issued and described in Note 7 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||||||||||||||||
For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||||||||
Risk free interest rate | 0.50% | ||||||||||||||||
Stock volatility factor | 93% | ||||||||||||||||
Weighted average expected option life | 5 to 6 months | ||||||||||||||||
Expected dividend yield | None | ||||||||||||||||
(i) Stock-Based Compensation | |||||||||||||||||
The Company accounts for stock-based compensation in accordance ASC 718, "Compensation – Stock Compensation". Under the provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the award's fair value as calculated by the Black-Scholes-Merton (BSM) option-pricing model and/or market price of conversion shares, and is recognized as expense over the requisite service period. The BSM model requires various highly judgmental assumptions including volatility and expected option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience. Further, if the extent of the Company's actual forfeiture rate is different from the estimate, then the stock-based compensation expense is adjusted accordingly. | |||||||||||||||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 "Equity Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received, or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. | |||||||||||||||||
(j) Loss per Share | |||||||||||||||||
The Company computes loss per share in accordance with ASC 260, "Earnings Per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. This guidance requires companies that have multiple classes of equity securities to use the "two-class" of "if converted method" in computing earnings per share. We compute loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2014 and 2013 there are no common stock equivalents outstanding to exclude. | |||||||||||||||||
(k) Recent Accounting Pronouncements | |||||||||||||||||
In August 2014, the FASB issued Accounting Standards Update "ASU" 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). | |||||||||||||||||
The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. | |||||||||||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||||||||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-12, "Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. | |||||||||||||||||
Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. | |||||||||||||||||
All other new accounting pronouncements issued but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. | |||||||||||||||||
Acquisition_Activity
Acquisition Activity | 6 Months Ended | ||||
Dec. 31, 2014 | |||||
Acquisition Activity [Abstract] | |||||
Acquisition Activity | Note 3 – Acquisition Activity | ||||
We completed the acquisition of two internet properties, ClassChatter.com and ClassChatterLive.com. Both had been developed by an individual with a background in STEM and Blended Learning educational technology. The sites are being revised as to their appearance to be more intuitive as to their purpose. They are expected to become the base modules for a full, end-to-end solution for e-learning through the addition of applications that use the classroom membership such as grade books, behavior monitoring, class interaction and course interaction. The total consideration given was the issuance of 319,905 shares of restricted common stock, which has been fair valued at $58,000. The seller has been retained as a consultant and is expected to continue the development on a part time basis. | |||||
During the period ended September 30, 2013 we completed the acquisition of the assets and operations of PLC Consultants, LLC, whose business is focused on special education training and certification, primarily for education professionals in the K-12 area. The web site and underlying course library is being converted to a more conventional format. The total consideration given in the transaction was 300,000 shares of restricted stock, which has been fair valued at $24,000. We have retained one of their founders under a consulting agreement, and increased the scope of responsibility to include a) an expanded special education course library, and b) a similar library addressing the training needs of teaching professionals in other specialized curriculum. | |||||
On February 1, 2014, we completed the purchase of the assets of DWSaba Consulting, LLC for 800,000 shares of restricted common stock valued at $0.05 per share for total consideration of $40,000. This allowed Sibling Group Holdings access to the AcceleratingED.com website, newsletter, extensive contacts in education as well as access to the education marketing and sales tools developed by DWSaba Consulting, LLC. | |||||
On May 30, 2014, we closed on the purchase of assets and business of Blended Schools. Blended Schools provides online curriculum with 192 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system (LMS) environment featuring both Blackboard and Canvas; the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet today's ESL requirements. The Blendedschools.net staff provides online, and on-site training for Blended Learning training methods, conversion planning, and implementation. We agreed to pay the $550,000 purchase price for the assets by assuming $446,187 of Blended Schools' debt, exclusive of deferred revenues, by payment of $53,813 in cash on June 10, 2014 and agreeing to pay an additional $50,000 in cash on November 14, 2014 to Blended Schools. In addition, we agreed to pay certain other debts of Blended Schools as provided for in the Asset Purchase Agreement. | |||||
The identified assets and liabilities acquired in the BlendedSchools acquisition as of May 30, 2014 are as follows: | |||||
Fair Value of Assets Acquired: | |||||
Accounts Receivable | $ | 121,810 | |||
Prepaid Expenses | 24,946 | ||||
Software and content | 1,187,534 | ||||
Liabilities Assumed: | |||||
Accounts Payable | -284,891 | ||||
Bank Line of Credit | -100,000 | ||||
Deferred Revenue – customer prepayments | -784,291 | ||||
Other Accrued Liabilities | -61,295 | ||||
Cash Paid to be paid to Seller – post closing | $ | 103,813 | |||
Cash Paid to Seller – post closing | $ | 53,813 | |||
Contingent Payable to Seller - Accrued | 50,000 | ||||
Liabilities Assumed | 446,187 | ||||
Total Purchase Price | $ | 550,000 | |||
The intangibles are being amortized over a one to three year period, with the exception of PLC Consultants, which has not been placed in service. | |||||
The Company has not paid the contingent payable of $50,000 to date, as a result, the Company began accruing interest at $1,000 per day beginning on November 15, 2014 pursuant to the Memorandum of Understanding executed on October 24, 2014. | |||||
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Intangible Assets [Abstract] | |||||||||||
Intangible Assets | Note 4 – Intangible Assets | ||||||||||
Intangible assets are comprised of software and content from the following acquisitions; | |||||||||||
December 31, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
ClassChatter | $ | 58,000 | $ | 58,000 | |||||||
PLC Consultants | 24,000 | 24,000 | |||||||||
DWSaba Consulting | 40,000 | 40,000 | |||||||||
BlendedSchools | 1,187,534 | 1,187,534 | |||||||||
Total | 1,309,534 | 1,309,534 | |||||||||
Less accumulated amortization | (343,509 | ) | (84,073 | ) | |||||||
Net | 966,025 | 1,225,461 |
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Accrued Liabilities | Note 5 – Accrued Liabilities | ||||||||
Accrued liabilities consist of the following: | |||||||||
December 31, | June 30, | ||||||||
2014 | 2014 | ||||||||
Accrued benefits & payroll taxes | $ | 32,682 | $ | 26,659 | |||||
Accrued compensation | 36,590 | 68,080 | |||||||
Accrued interest | 30,560 | 22,641 | |||||||
Accrued miscellaneous | 105,600 | 67,581 | |||||||
Due to TIU – accounting services | — | 38,361 | |||||||
Liabilities to be settled in stock | — | 8,000 | |||||||
$ | 205,432 | $ | 231,322 | ||||||
ShortTerm_Notes_Payable
Short-Term Notes Payable | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Short-Term Notes Payable [Abstract] | |||||||||
Short-Term Notes Payable | Note 6 - Short-Term Notes Payable | ||||||||
Short term notes payable consists of the following: | |||||||||
December 31, | June 30, | ||||||||
2014 | 2014 | ||||||||
Short Term Note (a) | $ | 107,500 | $ | 7,500 | |||||
Due to Related Party (c) | 10,000 | — | |||||||
Outstanding Debenture in default (b) | 30,000 | 30,000 | |||||||
Total Short Term Notes | $ | 147,500 | $ | 37,500 | |||||
——————— | |||||||||
(a) | At December 31, 2014 and June 30, 2014 the Company had a note payable balance of $107,500 and 7,500 respectively. This represents short term notes with annual interest rates ranging from 4.5% to 12%. At December 31, 2014 and June 30, 2014 these notes had accrued interest in the amount of $1,265 and $516, respectively. | ||||||||
(b) | On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA debentures previously issued by SIBE and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of a new, wholly-owned subsidiary of SIBE, Debt Resolution, LLC (DR LLC) in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against SIBE. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $24,375 and $22,125 as of December 31, 2014 and June 30, 2014, respectively, which is in default. | ||||||||
(c) | On November 26, 2014, the Company had a promisory note payable to a related party, Dave Saba, in the amount of $10,000. The note is payable on June 1, 2015, with an interest rate of 1.25% per month. At December 31, 2014, the note had accrued interest in the amount of $125. |
Convertible_Notes_Payable
Convertible Notes Payable | 6 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable |
Effective on December 5, 2014, Sibling Group Holdings, Inc., (the "Company,") completed the closing of a private placement financing transaction with FireRock Capital, Inc. (“FireRock”), an unrelated third party, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, FireRock purchased from the Company an 8% Senior Convertible Promissory Note (the “Note” and together with the Purchase Agreement, the “Transaction Documents”) in the aggregate principal amount of $275,000.00 (the “Principal Amount”), and delivered gross proceeds of $250,000, excluding a 10% original issue discount, transaction costs, fees and expenses. The Note may be converted into shares of the Company's common stock (the “Common Stock”) by FireRock in whole or in part at any time from time to time after the issuance of the Note, by submitting to the Company a Notice of Conversion. If none of the Principal Amount is paid by June 1, 2015 "the Maturity Date", then an additional $250,000 will be due for the failure to pay the monies due at maturity for a total sum of $525,000.00 (the "Conversion Amount") which shall be paid in the form of conversion into Common Stock plus accrued interest, or if a portion of the Principal Amount and accrued interest is paid in cash by the Maturity Date, the Conversion Amount shall be reduced by the amount that is double the amount paid in cash (not including the amount paid as interest) by the Maturity Date. | |
An additional 25% of principal is due as a prepayment penalty for monies paid against principal prior to the maturity date. In the event of a default there is an additional 45% of principal is due as a prepayment penalty for monies paid against principal prior to the maturity date. Prepayment of the Note requires notification to FireRock, if such monies are obtained from other financing sources. The interest rate increases to 15% per annum for the failure to make timely payments of principal or interest. There is also a 2% penalty on the converted principal and interest balance into shares for the failure to timely deliver shares issuable upon a conversion within three business days. | |
FireRock has future participation rights up to 25% of any future offerings at the same terms and conditions being offered to others, as long as the FireRock Note remains outstanding. | |
The Note is convertible into shares of the Company's common stock at any time at the discretion of FireRock at an initial conversion price per share equal to the lowest of: (a) $0.25 or (b) 70% (or 50% upon a default) multiplied by the volume weighted average price of the Common Stock for the ten (10) trading days immediately prior to the applicable conversion date (the “Conversion Price”). The Conversion Price is subject to adjustment for stock splits, reverse stock splits, stock dividends, issuance and or sale of stock, other similar transactions, inclusive of the issuance of stock options or warrants at a price or conversion price less than $.25 per share while this FireRock Note is outstanding and subject to the terms of the Transaction Documents. | |
As a result of the derivative nature of the conversion terms of this FireRock Note, the Company has recorded a a fair value derivative liability in the amount of $117,398 at inception, which will be marked to market. In addition the Company issued 125,000 shares of common stock in connection with this FireRock Note, which has an allocated value of $18,644. The beneficial conversion feature of this FireRock Note has been valued at $85,259. As a result there has been a debt discount recorded in the amount of $103,903 to be amortized ratably over six months. The accumulated amortization recorded on this debt discount as of December 31, 2014 was $17,317. | |
Interest on the principal amount of the Note accrues at the rate of 8% per annum and is payable on the Maturity Date, seven months after the date of the Note. Accrued interest was $1,588.89 at December 31, 2014. |
Capital_Stock
Capital Stock | 6 Months Ended |
Dec. 31, 2014 | |
Capital Stock [Abstract] | |
Capital Stock | Note 8 - Capital Stock |
On December 30, 2010, the Board of Directors approved a new series of common stock to effect a debt settlement. As a result, the 100,000,000 authorized shares of common stock on that date, were divided into 10,000,000 shares of series common stock ("Series Common Stock") and 90,000,000 shares of common stock ("Common Stock"). Effective August 9, 2012, the Company's stockholders approved an increase in authorized capital stock to 500 million shares. | |
Common Stock | |
During the six months ended December 31, 2014, the Company issued the following shares of Common Stock: | |
The Company issued 1,613,056 shares of common stock pursuant to Consulting and Services Agreements. The stock issued was fair valued at prices ranging from $.12 to $.18 per share for a total fair value of $210,400. | |
The Company issued 900,000 shares of common stock in accordance with the Company's Board of Directors' compensation policy and for the services of a Board appointed committee. The stock issued was fair valued at $.144 per share for a total fair value of $129,600, which will be expensed quarterly during the year ended June 30, 2015. | |
The Company issued 4,200,000 shares of common stock for compensation to officers and employees. The stock issued was fair valued at $.144 per share for a total fair value of $604,800. | |
The Company issued 8,333 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $.12 per share for a total value of $1,000. | |
The Company issued 2,478,333 shares of common stock pursuant to Consulting and Services Agreements. The stock issued was fair valued at prices ranging from $.125 to $.20 per share for a total fair value of $387,087. | |
The Company issued 125,000 shares of common stock for the private placement financing entered into with the Company. The stock issued was fair valued at $.159 per share for a total fair value of $19,875. | |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies |
On October 17, 2014, the Company entered into a one year consulting agreement whereby the consultant would be paid with 300,000 shares of the Company's common stock. | |
On November 1, 2014 the Company entered into an eight month consulting agreement whereby the consultant would be paid with 70,000 shares of the Company's common stock and cash payments aggregating a total of $6,000. | |
On November 7, 2014, the Company entered into a three month consulting agreement whereby the consultant would be paid with 100,000 shares of the Company's common stock. | |
On December 10, 2014, the Company entered into a one-year consulting agreement where the consultant would be paid with 100,000 shares of the Company's common stock. | |
On December 17, 2014, the Company entered into a one-year consulting agreement where the consultant would be paid with 1,250,000 shares of the Company's common stock. | |
The Company rents its office space unit on a month to month basis in Austin, Texas. Rent expense for the six months ended December 31, 2014 and June 30, 2014 was $3,139 and $18,000 respectively. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events |
On January 7, 2015, the Company issued 1,600,000 shares of common stock pursuant to a Consulting and Services agreement valued at $224,000. | |
On January 8, 2015, the Company issued 111,710 shares of common stock to settle an accounts payable. | |
On January 28, 2015, the Board of Directors granted the authority to create 500,000 shares of Series A Convertible Preferred Stock. | |
On January 30, 2015, the Company entered into and completed the initial closing pursuant to a share exchange agreement (the “Share Exchange Agreement”) with Urban Planet Media & Entertainment, Corp. (“Urban Planet Media”) and the Urban Planet Media's shareholders on January 28, 2015. We agreed to issue up to 10,500,000 shares of our unregistered common stock, $0.0001 par value (the “Common Stock”) and 500,000 shares of our Series A Convertible Preferred Stock to the shareholders of Urban Planet Media holding 8,954,281 shares of its issued and outstanding common stock (the “Share Exchange”), such shares representing 100% of the issued and outstanding common stock of Urban Planet Media. In addition, we agreed to reserve for issuance within 30 days after the completion of the acquisition of a 100% interest in Urban Planet Media 2,000,000 shares of our Common Stock as designated by Urban Planet Media's Chief Executive Officer to individuals or entities whose past, present and/or potential contributions to Urban Planet Media have been, are or will be important to its success. | |
We completed an initial closing pursuant to the Share Exchange Agreement whereby we acquired approximately 61.7% of Urban Planet Media's outstanding common stock in exchange for 6,481,360 shares of our Common Stock and 308,635 shares of our Series A Preferred Stock. We plan to complete the acquisition of an additional 3,427,051 shares of Urban Planet Media common stock pursuant to the Share Exchange Agreement by issuing 4,018,640 shares of our common stock and 191,365 shares of our Series A Preferred no later than February 27, 2015. Upon completion of this part of the acquisition, Urban Planet Media will become our wholly owned subsidiary and our pro-forma shares of Common Stock outstanding giving effect to the acquisition of Urban Planet Media is expected to be approximately 61,342,973. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | (a) Basis of Presentation | ||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company changed its fiscal financial reporting year end from December 31 to be June 30, which represents the operating year ends of its current business. | |||||||||||||||||
Going Concern | (b) Going Concern | ||||||||||||||||
The financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has limited revenues, has a working capital deficit of $2,768,955 and incurred a loss of $2,576,237 for the recent six months ended December 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |||||||||||||||||
Use of Estimates | (c) Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts of assets and liabilities, derivative liabilities, debt discounts, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Allowance for Doubtful Accounts | (d) Allowance for Doubtful Accounts | ||||||||||||||||
Accounts receivables are recorded at their estimated collectible amounts. Management evaluates the collectability of its receivables periodically, largely based on the historical trends with the customer as well as current financial information available. If it is deemed appropriate an allowance is recorded as an expense in the current period. As of December 31, 2014 and June 30, 2014 there is no allowance for doubtful accounts recorded. | |||||||||||||||||
Intangibles | (e) Intangibles | ||||||||||||||||
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||||||
Revenue Recognition | (f) Revenue Recognition | ||||||||||||||||
The Company typically will receive in full or a large prepayment on account for the use of its courses for the successive K-12 school year commencing on July 1. Revenues are amortized ratably over the contract term with the customer, typically over twelve months. Deferred revenues represents customer prepayments on account for the subscribed software and course content. | |||||||||||||||||
Income Taxes | (g) Income Taxes | ||||||||||||||||
The Company utilizes Financial Accounting Standards Board Codification ('ASC"), ASC 740, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities, and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. | |||||||||||||||||
Financial Instruments | (h) Financial Instruments | ||||||||||||||||
In accordance with the requirements of ASC 820, "Financial Instruments, Disclosures about Fair Value of Financial Instruments," the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying values of cash, accounts payable, and amounts due to related parties approximate fair values due to the short-term maturity of the instruments. | |||||||||||||||||
Certain assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements. | |||||||||||||||||
The statement requires fair value measurement be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | |||||||||||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 151,171 | — | — | 151,171 | |||||||||||||
Total liabilities measured at fair value | $ | 151,171 | $ | — | $ | — | $ | 151,171 | |||||||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||||||||||||||
Beginning balance as of July 1, 2014 | $ | — | |||||||||||||||
Fair value of derivative liabilities issued | 117,398 | ||||||||||||||||
Conversion of notes payable | — | ||||||||||||||||
Loss on change in derivative liability | 33,773 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 151,171 | |||||||||||||||
The convertible notes issued and described in Note 7 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||||||||||||||||
For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||||||||
Risk free interest rate | 0.50% | ||||||||||||||||
Stock volatility factor | 93% | ||||||||||||||||
Weighted average expected option life | 5 to 6 months | ||||||||||||||||
Expected dividend yield | None | ||||||||||||||||
Stock-Based Compensation | (i) Stock-Based Compensation | ||||||||||||||||
The Company accounts for stock-based compensation in accordance ASC 718, "Compensation – Stock Compensation". Under the provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the award's fair value as calculated by the Black-Scholes-Merton (BSM) option-pricing model and/or market price of conversion shares, and is recognized as expense over the requisite service period. The BSM model requires various highly judgmental assumptions including volatility and expected option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience. Further, if the extent of the Company's actual forfeiture rate is different from the estimate, then the stock-based compensation expense is adjusted accordingly. | |||||||||||||||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 "Equity Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received, or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. | |||||||||||||||||
Loss per Share | (j) Loss per Share | ||||||||||||||||
The Company computes loss per share in accordance with ASC 260, "Earnings Per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. This guidance requires companies that have multiple classes of equity securities to use the "two-class" of "if converted method" in computing earnings per share. We compute loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2014 and 2013 there are no common stock equivalents outstanding to exclude. | |||||||||||||||||
Recent Accounting Pronouncements | (k) Recent Accounting Pronouncements | ||||||||||||||||
In August 2014, the FASB issued Accounting Standards Update "ASU" 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). | |||||||||||||||||
The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. | |||||||||||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||||||||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-12, "Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. | |||||||||||||||||
Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. | |||||||||||||||||
All other new accounting pronouncements issued but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Fair Value of Assets and Liabilities Measured on A Recurring Basis | We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | |||||||||||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 151,171 | — | — | 151,171 | |||||||||||||
Total liabilities measured at fair value | $ | 151,171 | $ | — | $ | — | $ | 151,171 | |||||||||
Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs Were Used in Determining the Approximate Fair Value | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | ||||||||||||||||
Beginning balance as of July 1, 2014 | $ | — | |||||||||||||||
Fair value of derivative liabilities issued | 117,398 | ||||||||||||||||
Conversion of notes payable | — | ||||||||||||||||
Loss on change in derivative liability | 33,773 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 151,171 | |||||||||||||||
Schedule of Fair Value Measurement Assumptions | For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | ||||||||||||||||
Risk free interest rate | 0.50% | ||||||||||||||||
Stock volatility factor | 93% | ||||||||||||||||
Weighted average expected option life | 5 to 6 months | ||||||||||||||||
Expected dividend yield | None | ||||||||||||||||
Acquisition_Activity_Tables
Acquisition Activity (Tables) | 6 Months Ended | ||||
Dec. 31, 2014 | |||||
Acquisition Activity [Abstract] | |||||
Schedule of the Identified Assets and Liabilities Acquired in the BlendedSchools Acquisition | The identified assets and liabilities acquired in the BlendedSchools acquisition as of May 30, 2014 are as follows: | ||||
Fair Value of Assets Acquired: | |||||
Accounts Receivable | $ | 121,810 | |||
Prepaid Expenses | 24,946 | ||||
Software and content | 1,187,534 | ||||
Liabilities Assumed: | |||||
Accounts Payable | -284,891 | ||||
Bank Line of Credit | -100,000 | ||||
Deferred Revenue – customer prepayments | -784,291 | ||||
Other Accrued Liabilities | -61,295 | ||||
Cash Paid to be paid to Seller – post closing | $ | 103,813 | |||
Cash Paid to Seller – post closing | $ | 53,813 | |||
Contingent Payable to Seller - Accrued | 50,000 | ||||
Liabilities Assumed | 446,187 | ||||
Total Purchase Price | $ | 550,000 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Intangible Assets [Abstract] | |||||||||||
Schedule of Intangible Assets Comprised of Software and Content From the Acquisitions | Intangible assets are comprised of software and content from the following acquisitions; | ||||||||||
December 31, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
ClassChatter | $ | 58,000 | $ | 58,000 | |||||||
PLC Consultants | 24,000 | 24,000 | |||||||||
DWSaba Consulting | 40,000 | 40,000 | |||||||||
BlendedSchools | 1,187,534 | 1,187,534 | |||||||||
Total | 1,309,534 | 1,309,534 | |||||||||
Less accumulated amortization | (343,509 | ) | (84,073 | ) | |||||||
Net | 966,025 | 1,225,461 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: | ||||||||
December 31, | June 30, | ||||||||
2014 | 2014 | ||||||||
Accrued benefits & payroll taxes | $ | 32,682 | $ | 26,659 | |||||
Accrued compensation | 36,590 | 68,080 | |||||||
Accrued interest | 30,560 | 22,641 | |||||||
Accrued miscellaneous | 105,600 | 67,581 | |||||||
Due to TIU – accounting services | — | 38,361 | |||||||
Liabilities to be settled in stock | — | 8,000 | |||||||
$ | 205,432 | $ | 231,322 | ||||||
ShortTerm_Notes_Payable_Tables
Short-Term Notes Payable (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Short-Term Notes Payable [Abstract] | |||||||||
Schedule of Short-Term Notes Payable | Short term notes payable consists of the following: | ||||||||
December 31, | June 30, | ||||||||
2014 | 2014 | ||||||||
Short Term Note (a) | $ | 107,500 | $ | 7,500 | |||||
Due to Related Party (c) | 10,000 | — | |||||||
Outstanding Debenture in default (b) | 30,000 | 30,000 | |||||||
Total Short Term Notes | $ | 147,500 | $ | 37,500 |
Nature_of_Operations_and_Basis1
Nature of Operations and Basis of Presentation (Details) (USD $) | 6 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Mar. 30, 2013 | |
item | ||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||
Number of divisions | 2 | |
BLSCH Acquisition, LLC [Member] | Closing Addendum [Member] | ||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||
Purchase price | $550,000 | |
Debt amount | 446,187 | |
Additional cash payment to be paid on November 14, 2014 | 50,000 | |
Payments in cash on June 10, 2014 | $53,813 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Going Concern | |||||
Working capital deficit | $2,768,955 | $2,768,955 | |||
Loss incurred | 1,091,707 | 530,694 | 2,576,237 | 783,640 | |
Allowance for Doubtful Accounts | |||||
Allowance for doubtful accounts | |||||
Revenue Recognition | |||||
Revenues amortization period | 12 months |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Fair Value of Assets and Liabilities Measured on A Recurring Basis) (Details) (Recurring [Member], USD $) | Dec. 31, 2014 |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | 151,171 |
Total liabilities measured at fair value | 151,171 |
Level 1 [Member] | |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | |
Total liabilities measured at fair value | |
Level 2 [Member] | |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | |
Total liabilities measured at fair value | |
Level 3 [Member] | |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | 151,171 |
Total liabilities measured at fair value | $151,171 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs Were Used in Determining the Approximate Fair Value) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation Derivative Liability | ||
Beginning balance as of July 1, 2014 | ||
Fair value of derivative liabilities issued | 117,398 | |
Conversion of notes payable | 35,000 | |
Loss on change in derivative liability | 33,773 | |
Ending balance as of December 31, 2014 | $151,171 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Schedule of Fair Value Measurement Assumptions) (Details) | 6 Months Ended |
Dec. 31, 2014 | |
Significant Assumptions Used in the Black Scholes Valuation of the Derivative | |
Risk free interest rate | 0.50% |
Stock volatility factor | 93.00% |
Expected dividend yield | |
Maximum [Member] | |
Significant Assumptions Used in the Black Scholes Valuation of the Derivative | |
Weighted average expected option life | 6 months |
Minimum [Member] | |
Significant Assumptions Used in the Black Scholes Valuation of the Derivative | |
Weighted average expected option life | 5 months |
Acquisition_Activity_Narrative
Acquisition Activity (Narrative) (Details) (USD $) | 6 Months Ended | 9 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2013 | Feb. 01, 2014 | 30-May-14 | |
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 1 year | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 3 years | |||
ClassChatter.com & ClassChatterLive.com [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued for acquisition | 319,905 | |||
Value of stock issued in acquisition | 58,000 | |||
PLC Consultants, LLC [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued for acquisition | 300,000 | |||
Value of stock issued in acquisition | 24,000 | |||
DWSaba Consulting, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued for acquisition | 800,000 | |||
Share price | $0.05 | |||
Value of stock issued in acquisition | 40,000 | |||
Blended Schools [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 550,000 | |||
Debt assumed | 446,187 | |||
Payments in cash | 53,813 | |||
Additional cash payment to be paid on November 14, 2014 | 50,000 | |||
Additional cash payment to be paid but not yet paid on November 14, 2014 | 50,000 | |||
Interest accrued per day of additional consideration payable after November 14, 2014. | 1,000 |
Acquisition_Activity_Schedule_
Acquisition Activity (Schedule of Identified Assets and Liabilities Acquired in Acquisition) (Details) (Blended Schools [Member], USD $) | 0 Months Ended |
30-May-14 | |
Blended Schools [Member] | |
Fair Value of Assets Acquired: | |
Accounts Receivable | $121,810 |
Prepaid Expenses | 24,946 |
Software and content | 1,187,534 |
Liabilities Assumed: | |
Accounts Payable | -284,891 |
Bank Line of Credit | -100,000 |
Deferred Revenue - customer prepayments | -784,291 |
Other Accrued Liabilities | -61,295 |
Cash Paid to be paid to Seller - post closing | 103,813 |
Cash Paid to Seller - post closing | 53,813 |
Contingent Payable to Seller - Accrued | 50,000 |
Liabilities Assumed | 446,187 |
Total purchase price | $550,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Business Acquisition [Line Items] | ||
Intangible assets, Net | $966,025 | $1,225,461 |
Software and content [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Total | 1,309,534 | 1,309,534 |
Intangible assets, Less accumulated amortization | -343,509 | -84,073 |
Intangible assets, Net | 966,025 | 1,225,461 |
ClassChatter [Member] | Software and content [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Total | 58,000 | 58,000 |
PLC Consultants [Member] | Software and content [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Total | 24,000 | 24,000 |
DWSaba Consulting, LLC [Member] | Software and content [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Total | 40,000 | 40,000 |
Blended Schools [Member] | Software and content [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, Total | $1,187,534 | $1,187,534 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Accrued Liabilities [Abstract] | ||
Accrued benefits & payroll taxes | $32,682 | $26,659 |
Accrued compensation | 36,590 | 68,080 |
Accrued interest | 30,560 | 22,641 |
Accrued miscellaneous | 105,600 | 67,581 |
Due to TIU - accounting services | 38,361 | |
Liabilities to be settled in stock | 8,000 | |
Accrued liabilities | $205,432 | $231,322 |
ShortTerm_Notes_Payable_Schedu
Short-Term Notes Payable (Schedule of Short-Term Notes Payable) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
Short-term Debt [Line Items] | ||||
Short-term notes payable | $147,500 | $37,500 | ||
Short Term Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | 107,500 | [1] | 7,500 | [1] |
Due To Related Party [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | 10,000 | [2] | [2] | |
Outstanding Debenture in default [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | $30,000 | [3] | $30,000 | [3] |
[1] | At December 31, 2014 and June 30, 2014 the Company had a note payable balance of $107,500 and 7,500 respectively. This represents short term notes with annual interest rates ranging from 4.5% to 12%. At December 31, 2014 and June 30, 2014 these notes had accrued interest in the amount of $1,265 and $516, respectively. | |||
[2] | On November 26, 2014, the Company had a promisory note payable to a related party, Dave Saba, in the amount of $10,000. The note is payable on June 1, 2015, with an interest rate of 1.25% per month. At December 31, 2014, the note had accrued interest in the amount of $125. | |||
[3] | On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA debentures previously issued by SIBE and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of a new, wholly-owned subsidiary of SIBE, Debt Resolution, LLC (DR LLC) in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against SIBE. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $24,375 and $22,125 as of December 31, 2014 and June 30, 2014, respectively, which is in default. |
ShortTerm_Notes_Payable_Narrat
Short-Term Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | ||||
Dec. 30, 2010 | Dec. 31, 2014 | Jun. 30, 2014 | |||
Short-term Debt [Line Items] | |||||
Short-term notes payable | $147,500 | $37,500 | |||
Short Term Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Short-term notes payable | 107,500 | [1] | 7,500 | [1] | |
Accrued interest | 1,265 | 516 | |||
Short Term Note [Member] | Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Annual rate | 12.00% | ||||
Short Term Note [Member] | Minimum [Member] | |||||
Short-term Debt [Line Items] | |||||
Annual rate | 4.50% | ||||
Outstanding Debenture in default [Member] | |||||
Short-term Debt [Line Items] | |||||
Shares issued for debt conversion | 1,039,985 | ||||
Short-term notes payable | 30,000 | [2] | 30,000 | [2] | |
Accrued interest | 24,375 | 22,125 | |||
Outstanding Debenture in default [Member] | Debt Resolution, LLC (DR LLC) [Member] | |||||
Short-term Debt [Line Items] | |||||
Percentage of membership interest received | 100.00% | ||||
Number of holders of debentures | 43 | ||||
Due To Related Party [Member] | |||||
Short-term Debt [Line Items] | |||||
Short-term notes payable | 10,000 | [3] | [3] | ||
Annual rate | 1.25% | ||||
Accrued interest | $125 | ||||
[1] | At December 31, 2014 and June 30, 2014 the Company had a note payable balance of $107,500 and 7,500 respectively. This represents short term notes with annual interest rates ranging from 4.5% to 12%. At December 31, 2014 and June 30, 2014 these notes had accrued interest in the amount of $1,265 and $516, respectively. | ||||
[2] | On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA debentures previously issued by SIBE and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of a new, wholly-owned subsidiary of SIBE, Debt Resolution, LLC (DR LLC) in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against SIBE. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $24,375 and $22,125 as of December 31, 2014 and June 30, 2014, respectively, which is in default. | ||||
[3] | On November 26, 2014, the Company had a promisory note payable to a related party, Dave Saba, in the amount of $10,000. The note is payable on June 1, 2015, with an interest rate of 1.25% per month. At December 31, 2014, the note had accrued interest in the amount of $125. |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Debt instrument, gross proceeds | $250,000 | |
Fair value of derivative liabilities issued | 117,398 | |
Senior Convertible Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, issuance date | 5-Dec-14 | |
Debt instrument, transaction party | FireRock Capital, Inc. | |
Debt instrument, principal amount | 275,000 | |
Debt instrument, gross proceeds | 250,000 | |
Debt instrument, original issue discount, transaction costs, fees, and expenses, percentage of principal | 10.00% | |
Debt instrument, date of first required payment | 1-Jun-15 | |
Debt instrument, conversion amount | 525,000 | |
Additional amount due for the failure to pay the monies due at maturity | 250,000 | |
Prepayment penalty percentage | 25.00% | |
Default penalty, percentage | 45.00% | |
Penalty percentage for the failure to timely deliver shares issuable upon a conversion | 2.00% | |
Interest rate for the failure to make timely payments | 15.00% | |
Debt instrument, repayment terms | If none of the Principal Amount is paid by June 1, 2015 "the Maturity Date", then an additional $250,000 will be due for the failure to pay the monies due at maturity for a total sum of $525,000.00 (the "Conversion Amount") which shall be paid in the form of conversion into Common Stock plus accrued interest, or if a portion of the Principal Amount and accrued interest is paid in cash by the Maturity Date, the Conversion Amount shall be reduced by the amount that is double the amount paid in cash (not including the amount paid as interest) by the Maturity Date.An additional 25% of principal is due as a prepayment penalty for monies paid against principal prior to the maturity date. In the event of a default there is an additional 45% of principal is due as a prepayment penalty for monies paid against principal prior to the maturity date. Prepayment of the Note requires notification to FireRock, if such monies are obtained from other financing sources. The interest rate increases to 15% per annum for the failure to make timely payments of principal or interest. There is also a 2% penalty on the converted principal and interest balance into shares for the failure to timely deliver shares issuable upon a conversion within three business days. | |
Debt instrument, terms of conversion feature | The Note is convertible into shares of the Company's common stock at any time at the discretion of FireRock at an initial conversion price per share equal to the lowest of: (a) $0.25 or (b) 70% (or 50% upon a default) multiplied by the volume weighted average price of the Common Stock for the ten (10) trading days immediately prior to the applicable conversion date (the “Conversion Price”). | |
Fair value of derivative liabilities issued | 117,398 | |
Stock issued to in connection with FireRock Note | 18,644 | |
Stock issued to in connection with FireRock Note. shares | 125,000 | |
Debt instrument, beneficial conversion feature | 85,259 | |
Debt instrument, discount | 103,903 | |
Debt instrument, discount amortization period | 6 months | |
Debt instrument, discount accumulated amortization | 17,317 | |
Debt instrument, interest rate | 8.00% | |
Debt instrument, accrued interest | $1,588.89 | |
Senior Convertible Promissory Note [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Future participation rights, percentage | 25.00% | |
Debt instrument, conversion price | $0.25 |
Capital_Stock_Details
Capital Stock (Details) | Aug. 09, 2012 | Dec. 30, 2010 | Dec. 31, 2014 | Jun. 30, 2014 |
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 100,000,000 | ||
Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 90,000,000 | 500,000,000 | 500,000,000 | |
Series Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 10,000,000 |
Capital_Stock_Common_Stock_Det
Capital Stock (Common Stock) (Details) (USD $) | 0 Months Ended | 6 Months Ended | |||||
Dec. 17, 2014 | Dec. 10, 2014 | Nov. 07, 2014 | Nov. 01, 2014 | Oct. 17, 2014 | Dec. 31, 2014 | Feb. 01, 2014 | |
Stockholders Equity Note [Line Items] | |||||||
Issuance of common stock for services, shares | 1,250,000 | 100,000 | 100,000 | 70,000 | 300,000 | ||
DWSaba Consulting, LLC [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Share price | $0.05 | ||||||
Stock Issuance Transaction One [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Issuance of common stock for services, shares | 1,613,056 | ||||||
Issuance of common stock for services | $210,400 | ||||||
Stock Issuance Transaction Two [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Shares issued as compensation | 900,000 | ||||||
Value of shares issued as compensation | 129,600 | ||||||
Share price | $0.14 | ||||||
Stock Issuance Transaction Three [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Shares issued as compensation | 4,200,000 | ||||||
Cancellation of series common issued for compensation | 604,800 | ||||||
Share price | $0.14 | ||||||
Stock Issuance Transaction Four [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Issuance of common stock, issuance for satisfaction of debts, shares | 8,333 | ||||||
Issuance of common stock, issuance for satisfaction of debts | 1,000 | ||||||
Share price | $0.12 | ||||||
Stock Issuance Transaction Five [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Issuance of common stock for services, shares | 2,478,333 | ||||||
Issuance of common stock for services | 387,087 | ||||||
Stock Issuance Transaction Six [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Common stock issued for the private placement financing | $19,875 | ||||||
Common stock issued for the private placement financing, shares | 125,000 | ||||||
Share price | $0.16 | ||||||
Minimum [Member] | Stock Issuance Transaction One [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Share price | $0.12 | ||||||
Minimum [Member] | Stock Issuance Transaction Five [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Share price | $0.13 | ||||||
Maximum [Member] | Stock Issuance Transaction One [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Share price | $0.18 | ||||||
Maximum [Member] | Stock Issuance Transaction Five [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Share price | $0.20 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 6 Months Ended | |||||
Dec. 17, 2014 | Dec. 10, 2014 | Nov. 07, 2014 | Nov. 01, 2014 | Oct. 17, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | |
Commitments and Contingencies [Abstract] | |||||||
Amount paid for consulting agreement | $6,000 | ||||||
Shares issued in lieu of consulting agreement | 1,250,000 | 100,000 | 100,000 | 70,000 | 300,000 | ||
Term of consulting agreement | 1 year | 1 year | 3 months | 8 months | 1 year | ||
Rent expense | $3,139 | $18,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 17, 2014 | Dec. 10, 2014 | Nov. 07, 2014 | Nov. 01, 2014 | Oct. 17, 2014 | Jan. 28, 2015 | Feb. 27, 2015 | Jan. 07, 2015 | Jan. 08, 2015 | |
Subsequent Event [Line Items] | |||||||||
Issuance of common stock for services, shares | 1,250,000 | 100,000 | 100,000 | 70,000 | 300,000 | ||||
Subsequent Event [Member] | Urban Planet Media and Entertainment Corp. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares issued | 8,954,281 | ||||||||
Common stock, shares outstanding | 8,954,281 | ||||||||
Business acquisition, share exchange agreement | We agreed to issue up to 10,500,000 shares of our unregistered common stock, $0.0001 par value (the bCommon Stockb) and 500,000 shares of our Series A Convertible Preferred Stock to the shareholders of Urban Planet Media holding 8,954,281 shares of its issued and outstanding common stock (the bShare Exchangeb), such shares representing 100% of the issued and outstanding common stock of Urban Planet Media. In addition, we agreed to reserve for issuance within 30 days after the completion of the acquisition of a 100% interest in Urban Planet Media 2,000,000 shares of our Common Stock as designated by Urban Planet Mediabs Chief Executive Officer to individuals or entities whose past, present and/or potential contributions to Urban Planet Media have been, are or will be important to its success. | ||||||||
Business acquisition, equity interest acquired | 61.70% | 100.00% | |||||||
Business acquisition, pro forma shares outstanding | 61,342,973 | ||||||||
Business acquisition, shares acquired of acquiree | 3,427,051 | ||||||||
Shares reserved for issuance to employees upon full acquisition. | 2,000,000 | ||||||||
Subsequent Event [Member] | Urban Planet Media and Entertainment Corp. [Member] | Restricted Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, stock issuable for acquisition | 10,500,000 | ||||||||
Common stock, par value | 0.0001 | ||||||||
Stock issued during period for acquisition, shares | 6,481,360 | 4,018,640 | |||||||
Subsequent Event [Member] | Urban Planet Media and Entertainment Corp. [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, stock issuable for acquisition | 500,000 | ||||||||
Stock issued during period for acquisition, shares | 308,635 | 191,365 | |||||||
Subsequent Event [Member] | Consulting and Services Agreements [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock for services, shares | 1,600,000 | ||||||||
Issuance of common stock for services | $224,000 | ||||||||
Issuance of common stock, issuance for settlement of accounts payable, shares | 111,710 |