Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Oct. 29, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | Sibling Group Holdings, Inc. | |
Entity Central Index Key | 1,099,728 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 202,509,291 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets | ||
Cash | $ 3,374,291 | $ 5,415,744 |
Accounts receivable, net | 164,600 | 50,605 |
Prepaid expenses | 374,700 | 288,075 |
Total current assets | 3,913,591 | 5,754,424 |
Fixed Assets, net | 45,967 | 15,632 |
Intangible assets, net | 1,271,915 | 1,231,295 |
Total noncurrent assets | 1,317,882 | 1,246,927 |
Total assets | 5,231,473 | 7,001,351 |
Current liabilities | ||
Accounts payable | 1,013,785 | 1,852,602 |
Accrued liabilities | 19,525 | 165,571 |
Deferred revenue | 1,087,468 | 645,830 |
Short-term notes payable | 100,000 | 130,000 |
Due to related party | 27,367 | 27,367 |
Due to shareholders | 36,900 | 36,900 |
Total current liabilities | $ 2,285,045 | $ 2,858,270 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 500,000 authorized; 500,000 and no shares issued and outstanding at September 30, 2015 and June 30, 2015. | $ 962,000 | $ 962,000 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 202,509,291 issued and outstanding at September 30, 2015 and June 30, 2015. | 20,251 | 20,251 |
Additional paid-in capital | 18,800,182 | 18,800,182 |
Accumulated deficit | (16,836,005) | (15,639,352) |
Total stockholders' equity | 2,946,428 | 4,143,081 |
Total liabilities and stockholders' equity | $ 5,231,473 | $ 7,001,351 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Jun. 30, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 202,509,291 | 202,509,291 |
Common stock, shares outstanding | 202,509,291 | 202,509,291 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 514,352 | $ 529,760 |
Cost of goods sold | 464,953 | 201,548 |
Gross profit | 49,399 | 328,212 |
Operating expenses | ||
General and administrative | 930,445 | 1,296,027 |
Professional fees | 309,072 | 370,766 |
Total operating expenses | 1,239,517 | 1,666,793 |
Loss from operations | $ (1,190,118) | (1,338,581) |
Other income (expense) | ||
Other income (expense) | (129,718) | |
Interest income (expense) | $ (6,593) | $ (16,231) |
Gain on debt settlements | 58 | |
Total other income (expense) | (6,535) | $ (145,949) |
Net loss | $ (1,196,653) | $ (1,484,530) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.03) |
Weighted average shares outstanding, basic and diluted | 202,509,291 | 43,175,842 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (1,196,653) | $ (1,484,530) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Common stock issued for directors/board committee fees | 32,400 | |
Common stock issued for services | 210,400 | |
Common stock issued for compensation | $ 604,800 | |
Depreciation | $ 5,116 | |
Amortization of intangibles and debt discount | 93,055 | $ 129,718 |
Changes in operating assets and liabilities | ||
Accounts receivable | (113,995) | (258,222) |
Accounts payable | (838,817) | 208,149 |
Accrued liabilities | (146,046) | (78,212) |
Deferred revenue | 441,638 | 724,359 |
Prepaid expenses | (86,625) | (4,812) |
Net cash provided by (used in) operating activities | (1,842,327) | $ 84,050 |
Cash flows from investing activities | ||
Purchase of fixed assets | (35,451) | |
Additional investing in intangibles | (133,675) | |
Net cash (used in) investing activities | (169,126) | |
Cash flows from financing activities | ||
Repayment of notes payable | (30,000) | |
Net cash (used in) financing activities | (30,000) | |
Net change in cash | (2,041,453) | $ 84,050 |
Cash, beginning of period | 5,415,744 | 27,250 |
Cash, end of period | 3,374,291 | 111,300 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 3,264 | $ 1,275 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash operating and financing activities | ||
Common stock issued for settlement of accounts payable | $ 1,000 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Sep. 30, 2015 | |
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 ., d/b/a Global Personalized Academics On July 20, 2015, the Company issued a press release announcing its intent to do business under the name of Global Personalized Academics (GPA). BlendedSchools.Net As of May 30, 2014, the Company completed the acquisition of the assets of BlendedSchools.Net (Blended Schools) for a purchase price of $ 550,000 446,187 103,813 Blended Schools provides online curriculum with approximately 200 Urban Planet Media & Entertainment, Corp. On January 28, 2015, the Company entered into a share exchange agreement (the Share Exchange Agreement) with Urban Planet Media & Entertainment, Corp. (Urban Planet) and its shareholders pursuant to which the Company issued 10,500,000 0.0001 500,000 2,000,000 192,400 Each share of preferred stock issued to the former Urban Planet shareholders is convertible by the holder (1) at any time after 24 months after the original issue date or (2) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the preferred stock into that number of shares of common stock determined by dividing the stated value of such shares of preferred stock, which is $10.00 per preferred share, by the conversion price. The conversion price of the preferred stock is $ 0.50 Urban Planet is a mobile media company providing content and solutions in the education, healthcare and literary markets. On June 16, 2015, the Company concluded that it was necessary to write down the value of the investment in Urban Planet, based on industry information from an independent third party, to two times the revenue reported by Urban Planet for the calendar year 2014, which totaled $ 249,692 1,722,408 Shenzhen City Qianhai Xinshi Education Management Co., Ltd. During the year ended June 30, 2015, the Company received a strategic investment from Shenzhen City Qianhai Xinshi Education Management Co., Ltd., a company based and operating in the People's Republic of China (Shenzhen). The strategic investment was provided to accelerate the Company's growth and expansion into critical strategic markets around the world, including China. Effective on February 27, 2015, the Company entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with Shenzhen and certain accredited and institutional investors (together with Shenzhen, the Investors). Pursuant to the Securities Purchase Agreement, the Investors purchased an aggregate of 53,571,429 3,250,000 157,000 7,142,857 500,000 4,457,143 312,000 0.07 0.50 187,500,001 On April 6, 2015, Shenzhen exercised the A Warrants in full and a portion of the B Warrants resulting in an additional 72,857,143 5,526,966 42,857,143 0.07 30,000,000 0.0842322 644,057 6,061,707 460,084 As a result of the exercise of the B Warrants and pursuant to the terms of the B Warrants, the Company issued Shenzhen Additional Warrants to purchase an aggregate of 15,000,000 0.0842322 Following the exercise of the Warrants, Shenzhen holds 115,714,286 57.14 Pursuant to the terms of the remaining Warrants, Shenzhen has the potential to purchase up to an additional 34,285,714 150,000,000 1,263,483 19,285,714 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2015 | |
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. During 2014, the Company changed its fiscal financial reporting year end from December 31 to be June 30, which represents the operating year ends of Blended Schools and Urban Planet. (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. During the quarter ended September 30, 2015, the Company had a net loss of $ 1,196,653 1,842,327 seven (c) Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities, debt discounts, valuation of intangibles acquired in our acquisition, impairment of intangibles, deferred tax assets, 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 September 30, 2015 and June 30, 2015, the Company recorded $ 3,926 3,926 (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. During the quarter ended September 30, 2015 and the year ended June 30, 2015, the Company recorded an impairment charge of $ 0 1,722,408 (f) Capitalized Software Costs The Company develops software for internal use. Software development costs incurred during the application development stage are capitalized in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Intangibles Goodwill and Other. The Company amortizes these costs over the estimated useful life of the software, which is generally three years. Capitalized software development costs are stated at cost less accumulated amortization. The Company capitalized internally developed software or content costs of $ 0 28,131 (g) Revenue Recognition The Company typically will receive in full or a large prepayment on account for the use of its Blended School courses for the successive K-12 school year commencing on July 1, as well as smaller prepayments for its Urban Planet Writing Planet contracts. Revenues are amortized ratably over the contract term with the customer, typically over twelve months. Deferred revenues represent customer prepayments on account for the subscribed software and course content. (h) Income Taxes The Company utilizes FASB 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. The Company's recent equity raises and possibly past restructuring events have resulted in the occurrence of a triggering event as defined in Section 382 of the Internal Revenue Code of 1986, as amended, which could limit the use of the Company's net operating loss carryforwards. The Company has yet to undertake a study to quantify any limitations on the use of its net operating loss carryforwards. (i) Financial Instruments In accordance with the requirements of FASB 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 (Topic 820-10-05). 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. Topic 820-10-05 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). (j) Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation (ASC 718). 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 FASB ASC 505-50 Equity Based Payments to Non-Employees (ASC 505-50). 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. (k) Loss per Share The Company computes loss per share in accordance with FASB ASC 260, Earnings Per Share (ASC 260), which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ASC 260 requires companies that have multiple classes of equity securities to use the two-class of if converted method in computing earnings per share. The Company computes 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 September 30, 2015 and June 30, 2015, there were common stock equivalents outstanding of 45,204,762 130,582,840 (l) Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (ASU 2014-15). The amendments in ASU 2014-15 provide substantial doubt, In June 2014, the FASB issued ASU 2014-09 ,Revenue from Contracts with Customers (ASU 2014-09) . In June 2014, the FASB issued 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 (ASU 2014-12) . Entities may apply the amendments in ASU 2014-12 either (1) prospectively to all awards granted or modified after the effective date or (2) 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 ASU 2014-12 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. ASU 2014-12 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 | 3 Months Ended |
Sep. 30, 2015 | |
Acquisition Activity [Abstract] | |
Acquisition Activity | Note 3 Acquisition Activity On January 28, 2015, the Company entered into the Share Exchange Agreement with Urban Planet and its shareholders pursuant to which the Company issued up to 10,500,000 500,000 2,000,000 192,400 The identified assets and liabilities acquired for the issuance of equity in the Urban Planet acquisition as of January 28, 2015 are as follows: Fair Value of Assets Acquired: Cash $ 29,756 Accounts Receivable 53,447 Prepaid Expenses 1,862 Other Current Assets 24,068 Fixed Assets 3,967 Software and content 577,167 Other Assets 5,000 Liabilities Assumed: Accounts Payable (259,755 ) Deferred Revenue (31,342 ) Other Accrued Liabilities (154,478 ) Net Value $ 249,692 Each share of preferred stock issued to the former Urban Planet shareholders is convertible by the holder (i) at any time after 24 months after the original issue date or (ii) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the preferred stock into that number of shares of common stock determined by dividing the stated value of such shares of preferred stock, which is $10.00 per preferred share, by the conversion price. 0.50 The Company has written down the value of the investment in Urban Planet using industry information from an independent third-party appraiser to two times revenue reported by Urban Planet for calendar year 2014, or 249,692 1,722,408 filed as part of the Company's Annul Report on Form 10-K for the year ended June 30, 2015. The consolidated unaudited pro-forma results of operations of the Company as if Urban Planet and Blended Schools had been acquired as of July 1, 2014 are as follows: Three months ended 2015 2014 Revenues $ 514,352 $ 582,330 Net Loss $ (1,196,654 ) $ (1,519,412 ) |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 4 Intangible Assets Intangible assets are comprised of software and content from the following acquisitions as well as the costs to upgrade the quality of the videos in the course content: September 30, June 30, 2015 2015 ClassChatter $ 58,000 $ 58,000 PLC Consultants 24,000 24,000 DWSaba Consulting 40,000 40,000 Blended Schools 1,187,534 1,187,534 Urban Planet 368,415 605,298 Video Project 156,000 0 Total 1,833,949 1,914,832 Less accumulated amortization (562,034 ) (683,537 ) Net $ 1,271,915 $ 1,231,295 The intangibles are being amortized over a one to five-year period. The annual amortization for each of the next five years is expected to approximate $ 337,860 337,860 337,860 217,715 0 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 5 Accrued Liabilities Accrued liabilities consist of the following: September 30, June 30, 2015 2015 Accrued compensation 0 82,984 Accrued interest 375 39,188 Accrued miscellaneous 19,150 43,399 $ 19,525 $ 165,571 |
Short-Term Notes Payable, Due t
Short-Term Notes Payable, Due to Shareholders and Due to Related Party | 3 Months Ended |
Sep. 30, 2015 | |
Short-Term Notes Payable, Due to Shareholders and Due to Related Party [Abstract] | |
Short-Term Notes Payable, Due to Shareholders and Due to Related Party | Note 6 - Short-Term Notes Payable, Due to Shareholders and Due to Related Party Short term notes payable, due to shareholders and due to related party consists of the following: September 30, 2015 June 30, 2015 Short term note (a) $ 100,000 $ 100,000 Due to shareholders and related party (b) 64,267 64,267 Outstanding debenture in default (c) 0 30,000 Total short term notes payable due to shareholder and due to related party $ 164,267 $ 194,267 ( At June 30, 2015 and 2014 the Company re-financed its line of credit with a note payable balance of $ 100,000. This represents short term notes with annual interest rate of 4.5 % . At September 30, 2015 and June 30, 2015 the note had accrued interest in the amount of $ 375 and $ 375 , respectively. (b) Advances and loans from shareholders total $ 36,900 10,009 Due to related party consists of amounts due to Measurement Planet, an Urban Planet joint venture, in the amount of $ 17,358 (c) 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 the Company 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 100 43 of the holders of the debentures had, have, or might have against the Company. Following this transaction, the Company now has a debenture balance of $ 30,000 and accrued interest of $ 35,483 and $ 22,125 as of June 30, 2015 and 2014, respectively, which was in default at June 30, 2015. The Company compensates a related party, under no formal consulting services contract, a consulting fee plus reimbursement of travel expenses on a month-to-month basis. The amount paid for the quarter ending September 30, 2015 was $ 54,000 0 |
Capital Stock
Capital Stock | 3 Months Ended |
Sep. 30, 2015 | |
Capital Stock [Abstract] | |
Capital Stock | Note 7 - Capital Stock In 2012, the Company's shareholders approved the Amended and Restated Certificate of Incorporation authorizing 510,000,000 500,000,000 10,000,000 151.127 100 14,827,161 On January 29, 2015, the Board of Directors approved a series of 500,000 0.0001 10.00 Common Stock During the three months ended September 30, 2015, the Company issued no During the year ended June 30, 2015, the Company issued the following shares of common stock: The Company issued 6,193,388 .12 .18 799,579 The Company issued 900,000 Company's Directors' .144 129,600 The Company issued 4,658,000 .0962 .144 648,860 The Company issued 120,043 .12 0.1298 15,500 The Company issued 125,000 .149 18,645 The Company issued 78,616 .159 12,500 The Company sold 1,428,571 0.10 .07 100,000 The Company sold 53,571,429 53,571,429 99,000,001 .07 3,250,000 7,142,857 500,000 4,457,143 312,000 157,000 The Company issued 10,500,000 .0962 1,010,100 The Company issued a total of 72,857,143 0.07 0.0842322 5,526,966 644,057 The Company issued a total of 6,061,707 0.07 0.0842322 460,084 The Company issued 40,000 0.0962 3,848 Preferred Stock During the three months ended September 30, 2015, the Company issued no During the year ended June 30, 2015, the Company issued the following shares of Preferred Stock: The Company issued 500,000 0.50 .0962 20 962,000 Warrants Warrant activity as of September 30, 2015 and the year ended June 30, 2015 is summarized as follows: Fifteen months ended September 30, 2015 Shares Weighted Average Exercise Price Warrants outstanding at July 1, 2014 0 $ 0.0 Granted 203,439,983 0.075 Exercised (72,857,143 ) 0.076 Cancelled/expired 0 Warrants outstanding at June 30, 2015 130,582,840 $ 0.075 Granted 0 0 Exercised 0 0 Cancelled/expired (85,378,078 ) * * Warrants outstanding at September 30, 2015 45,204,762 $ 0.075 Warrants exercisable at September 30, 2015 45,204,762 $ 0.075 ** The cancelled warrants include 27,742,928 The total warrants outstanding at September 30, 2015 include 21,428,572 warrants that do not yet have a set exercise price, as per the terms of such warrants, the exercise price shall be the five-day volume weighted average price immediately preceding the exercise date of such warrants. See the discussion of the Securities Purchase Agreement in Note 1. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8 Commitments and Contingencies On December 30, 2014 one 1,600,000 10,000 On July 17, 2015, the Board of Directors of the Company appointed Julie Young as the Company's Chief Executive Officer, effective July 20, 2015. Ms. Young will serve as the Company's principal executive officer in this position. As Chief Executive Officer, Ms. Young will be compensated as follows, as set forth in her offer letter dated as of July 17, 2015: (i) an annual salary of $ 282,000 2,000,000 2,000,000 five 0.15 18 one one On July 21, 2015, the Company entered into a Video Production Agreement with Coolfire Studios, LLC to produce 3,500 530 one Effective February 2015, the Company entered into an Advisory Fee Agreement (the Advisory Agreement) with V3 Capital Partners, LLC pursuant to which V3 Capital Partners, LLC and certain of its affiliates (the Advisors) provided advisory, due diligence and financing activities performed by the advisors in connection with the transactions contemplated by the Securities Purchase Agreement. Pursuant to the Advisory Agreement, the Company agreed to pay or issue to the Advisors (i) cash; (ii) Units; (iii) warrants to purchase shares of common stock; and (iv) additional cash and Units in the event any of the Investors exercised Warrants received pursuant to the Securities Purchase Agreement. Effective September 24, 2015, the Company entered into a Settlement Agreement and Mutual Release (the Settlement Agreement) with V3 Capital Partners, LLC, Scot Cohen, Oakway International Ltd., Oakway International and North Haven Equities (together the V3 Affiliates) and Guarav Malhotra, Richard Abbe, Jonathan Rudney, Matthew Hull and Kyle Pollack (together, the Individuals and together with the V3 Affiliates, the Advisors) modifying the terms of the Advisory Agreement as follows: (i) certain of the V3 Affiliates have agreed to forfeit and cancel all warrants previously issued to them pursuant to the Advisory Agreement and agreed to terminate all further rights to additional shares, warrants or other payments due under the Advisory Agreement; (ii) Mr. Cohen has agreed to (A) forfeit and cancel all warrants issued to him under the Securities Purchase Agreement and Advisory Agreement, other than A Warrants to purchase 3,078,572 2,857,143 221,428 644,000 Each of the parties to the Settlement Agreement has agreed to waive and release any and all claims relating to the Advisory Agreement and services provided by the Advisors thereunder. As a result of the Settlement Agreement, the Company canceled warrants to purchase a total of 85,378,078 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 Subsequent Events On October 12, 2015, the Company entered into a one 129 On October 16, 2015, the Company entered into a Conversion of Accounts Payable Agreement with Krevolin & Horst, LLC (Krevolin & Horst) to settle approximately $ 350,000 180,000 170,000 36,000 20 0.05 On November 3, 2015, the Company's Board of Directors appointed Mr. Michael Horn and Mr. David Dai to serve on the Company's Board of Directors, each to serve to serve until the next annual meeting of the Company's stockholders or until his successor is duly elected and qualified. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
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. During 2014, the Company changed its fiscal financial reporting year end from December 31 to be June 30, which represents the operating year ends of Blended Schools and Urban Planet. |
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. During the quarter ended September 30, 2015, the Company had a net loss of $ 1,196,653 1,842,327 seven |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities, debt discounts, valuation of intangibles acquired in our acquisition, impairment of intangibles, deferred tax assets, 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 September 30, 2015 and June 30, 2015, the Company recorded $ 3,926 3,926 |
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. During the quarter ended September 30, 2015 and the year ended June 30, 2015, the Company recorded an impairment charge of $ 0 1,722,408 |
Capitalized Software Costs | (f) Capitalized Software Costs The Company develops software for internal use. Software development costs incurred during the application development stage are capitalized in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Intangibles Goodwill and Other. The Company amortizes these costs over the estimated useful life of the software, which is generally three years. Capitalized software development costs are stated at cost less accumulated amortization. The Company capitalized internally developed software or content costs of $ 0 28,131 |
Revenue Recognition | (g) Revenue Recognition The Company typically will receive in full or a large prepayment on account for the use of its Blended School courses for the successive K-12 school year commencing on July 1, as well as smaller prepayments for its Urban Planet Writing Planet contracts. Revenues are amortized ratably over the contract term with the customer, typically over twelve months. Deferred revenues represent customer prepayments on account for the subscribed software and course content. |
Income Taxes | (h) Income Taxes The Company utilizes FASB 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. The Company's recent equity raises and possibly past restructuring events have resulted in the occurrence of a triggering event as defined in Section 382 of the Internal Revenue Code of 1986, as amended, which could limit the use of the Company's net operating loss carryforwards. The Company has yet to undertake a study to quantify any limitations on the use of its net operating loss carryforwards. |
Financial Instruments | (i) Financial Instruments In accordance with the requirements of FASB 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 (Topic 820-10-05). 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. Topic 820-10-05 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). |
Stock-Based Compensation | (j) Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation (ASC 718). 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 FASB ASC 505-50 Equity Based Payments to Non-Employees (ASC 505-50). 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 | (k) Loss per Share The Company computes loss per share in accordance with FASB ASC 260, Earnings Per Share (ASC 260), which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ASC 260 requires companies that have multiple classes of equity securities to use the two-class of if converted method in computing earnings per share. The Company computes 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 September 30, 2015 and June 30, 2015, there were common stock equivalents outstanding of 45,204,762 130,582,840 |
Recent Accounting Pronouncements | (l) Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (ASU 2014-15). The amendments in ASU 2014-15 provide substantial doubt, In June 2014, the FASB issued ASU 2014-09 ,Revenue from Contracts with Customers (ASU 2014-09) . In June 2014, the FASB issued 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 (ASU 2014-12) . Entities may apply the amendments in ASU 2014-12 either (1) prospectively to all awards granted or modified after the effective date or (2) 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 ASU 2014-12 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. ASU 2014-12 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 (Tables)
Acquisition Activity (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Consolidated Unaudited Pro-forma Results Of Operations as if Urban Planet and Blended Schools | Three months ended 2015 2014 Revenues $ 514,352 $ 582,330 Net Loss $ (1,196,654 ) $ (1,519,412 ) |
Urban Planet [Member] | |
Business Acquisition [Line Items] | |
Schedule of the Identified Assets and Liabilities Acquired in Acquisitions | Fair Value of Assets Acquired: Cash $ 29,756 Accounts Receivable 53,447 Prepaid Expenses 1,862 Other Current Assets 24,068 Fixed Assets 3,967 Software and content 577,167 Other Assets 5,000 Liabilities Assumed: Accounts Payable (259,755 ) Deferred Revenue (31,342 ) Other Accrued Liabilities (154,478 ) Net Value $ 249,692 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets Comprised of Software and Content From the Acquisitions | September 30, June 30, 2015 2015 ClassChatter $ 58,000 $ 58,000 PLC Consultants 24,000 24,000 DWSaba Consulting 40,000 40,000 Blended Schools 1,187,534 1,187,534 Urban Planet 368,415 605,298 Video Project 156,000 0 Total 1,833,949 1,914,832 Less accumulated amortization (562,034 ) (683,537 ) Net $ 1,271,915 $ 1,231,295 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | September 30, June 30, 2015 2015 Accrued compensation 0 82,984 Accrued interest 375 39,188 Accrued miscellaneous 19,150 43,399 $ 19,525 $ 165,571 |
Short-Term Notes Payable, Due19
Short-Term Notes Payable, Due to Shareholders and Due to Related Party (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Short-Term Notes Payable, Due to Shareholders and Due to Related Party [Abstract] | |
Schedule of Short-Term Notes Payable | September 30, 2015 June 30, 2015 Short term note (a) $ 100,000 $ 100,000 Due to shareholders and related party (b) 64,267 64,267 Outstanding debenture in default (c) 0 30,000 Total short term notes payable due to shareholder and due to related party $ 164,267 $ 194,267 ( At June 30, 2015 and 2014 the Company re-financed its line of credit with a note payable balance of $ 100,000. This represents short term notes with annual interest rate of 4.5 % . At September 30, 2015 and June 30, 2015 the note had accrued interest in the amount of $ 375 and $ 375 , respectively. (b) Advances and loans from shareholders total $ 36,900 10,009 Due to related party consists of amounts due to Measurement Planet, an Urban Planet joint venture, in the amount of $ 17,358 (c) 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 the Company 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 100 43 of the holders of the debentures had, have, or might have against the Company. Following this transaction, the Company now has a debenture balance of $ 30,000 and accrued interest of $ 35,483 and $ 22,125 as of June 30, 2015 and 2014, respectively, which was in default at June 30, 2015. |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Capital Stock [Abstract] | |
Summary of warrant activity for fiscal 2015 | Fifteen months ended September 30, 2015 Shares Weighted Average Exercise Price Warrants outstanding at July 1, 2014 0 $ 0.0 Granted 203,439,983 0.075 Exercised (72,857,143 ) 0.076 Cancelled/expired 0 Warrants outstanding at June 30, 2015 130,582,840 $ 0.075 Granted 0 0 Exercised 0 0 Cancelled/expired (85,378,078 ) * * Warrants outstanding at September 30, 2015 45,204,762 $ 0.075 Warrants exercisable at September 30, 2015 45,204,762 $ 0.075 ** The cancelled warrants include 27,742,928 |
Nature of Operations and Basi21
Nature of Operations and Basis of Presentation (Details) | Apr. 06, 2015USD ($)$ / sharesshares | Feb. 27, 2015USD ($)shares | May. 31, 2015USD ($)shares | Feb. 28, 2015USD ($)$ / sharesshares | Jan. 28, 2015USD ($)$ / sharesshares | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Oct. 12, 2015USD ($)shares |
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Impairment of Urban Planet intangibles | $ | $ 0 | $ 1,722,408 | |||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Share price | $ / shares | $ 0.0962 | ||||||||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Aggregate units issued | 53,571,429 | ||||||||
Aggregate cash raise | $ | $ 3,250,000 | ||||||||
Cost of capital raise | $ | $ 644,057 | 157,000 | |||||||
Issuance of common stock for financing and fees | $ | $ 500,000 | $ 500,000 | |||||||
Issuance of common stock for financing and fees, shares | 7,142,857 | 7,142,857 | |||||||
Exercise Price per Share | $ / shares | $ 0.07 | ||||||||
Number of common stock called by each warrant | 0.50 | ||||||||
Number of common stock called by warrants | 187,500,001 | ||||||||
Additional shares issued, exercise of warrants | 72,857,143 | ||||||||
Value of additional shares issued, exercise of warrants | $ | $ 5,526,966 | ||||||||
Total common stock owned | 115,714,286 | ||||||||
Percentage of common stock owned | 57.14% | ||||||||
Issuance of additional common stock for financing and fees, shares | 4,457,143 | 4,457,143 | |||||||
Issuance of additional common stock for financing and fees | $ | $ 312,000 | $ 312,000 | |||||||
Number of additional shares issued, exercise of warrants | 6,061,707 | ||||||||
Fair value of additional shares issued, exercise of warrants | $ | $ 460,084 | ||||||||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | Subsequent Event [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Potential to purchase an additional number of common stock | 34,285,714 | ||||||||
Potential maximum number of shares owned | 150,000,000 | ||||||||
Gross proceeds that would be received upon exercise of warrants | $ | $ 1,263,483 | ||||||||
Remaining number of shares price uncertain | 19,285,714 | ||||||||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | A Warrant [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Exercise Price per Share | $ / shares | $ 0.07 | ||||||||
Additional shares issued, exercise of warrants | 42,857,143 | ||||||||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | B Warrant [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Exercise Price per Share | $ / shares | $ 0.0842322 | ||||||||
Additional shares issued, exercise of warrants | 30,000,000 | ||||||||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | Additional Warrant [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Exercise Price per Share | $ / shares | $ 0.0842322 | ||||||||
Number of common stock called by warrants | 15,000,000 | ||||||||
Blended Schools [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Purchase price | $ | $ 550,000 | ||||||||
Debt assumed | $ | 446,187 | ||||||||
Payments in cash | $ | $ 103,813 | ||||||||
Number of master courses for the K-12 marketplace provided by acquiree | 200 | ||||||||
Urban Planet [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Net Value | $ | $ 249,692 | ||||||||
Impairment of Urban Planet intangibles | $ | $ 1,722,408 | $ 1,722,408 | |||||||
Urban Planet [Member] | Common Stock [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Stock issued for acquisition | 10,500,000 | ||||||||
Stock issued to key current and past employees and consultants, shares | 2,000,000 | ||||||||
Stock issued to key current and past employees and consultants | $ | $ 192,400 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Urban Planet [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||||
Stock issued for acquisition | 500,000 | ||||||||
Share price | $ / shares | $ 0.50 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | 15 Months Ended | |
Sep. 30, 2015USD ($)itemshares | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($)shares | |
Going Concern | ||||
Net loss | $ 1,196,653 | $ 1,484,530 | ||
Cash flow from operations | $ 1,842,327 | $ (84,050) | ||
Number of sales team members hired | item | 7 | |||
Allowance for Doubtful Accounts | ||||
Allowance for doubtful accounts | $ 3,926 | $ 3,926 | $ 3,926 | |
Intangibles | ||||
Impairment of intangibles | 0 | 1,722,408 | ||
Capitalized Computer Software, Additions | $ 0 | $ 28,131 | ||
Revenue Recognition | ||||
Revenues amortization period | 12 months | |||
Loss per Share | ||||
Antidilutive securities | shares | 45,204,762 | 130,582,840 |
Acquisition Activity (Narrative
Acquisition Activity (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May. 31, 2015USD ($)shares | Jan. 28, 2015USD ($)$ / sharesshares | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Impairment of Urban Planet intangibles | $ 0 | $ 1,722,408 | |||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ / shares | $ 0.0962 | ||||
Blended Schools [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of master courses for the K-12 marketplace provided by acquiree | 200 | ||||
Purchase price | $ 550,000 | ||||
Debt assumed | 446,187 | ||||
Payments in cash | $ 103,813 | ||||
Urban Planet [Member] | |||||
Business Acquisition [Line Items] | |||||
Net Value | $ 249,692 | ||||
Impairment of Urban Planet intangibles | $ 1,722,408 | $ 1,722,408 | |||
Urban Planet [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued for acquisition | shares | 10,500,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Stock issued to key current and past employees and consultants, shares | shares | 2,000,000 | ||||
Stock issued to key current and past employees and consultants | $ 192,400 | ||||
Urban Planet [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued for acquisition | shares | 500,000 | ||||
Share price | $ / shares | $ 0.50 | ||||
Terms of conversion | Each share of preferred stock issued to the former Urban Planet shareholders is convertible by the holder (i) at any time after 24 months after the original issue date or (ii) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the preferred stock into that number of shares of common stock determined by dividing the stated value of such shares of preferred stock, which is $10.00 per preferred share, by the conversion price. |
Acquisition Activity (Schedule
Acquisition Activity (Schedule of Identified Assets and Liabilities Acquired in Urban Planet Acquisition) (Details) - Urban Planet [Member] | Jan. 28, 2015USD ($) |
Fair Value of Assets Acquired: | |
Cash | $ 29,756 |
Accounts Receivable | 53,447 |
Prepaid Expenses | 1,862 |
Other Current Assets | 24,068 |
Fixed Assets | 3,967 |
Software and content | 577,167 |
Other Assets | 5,000 |
Liabilities Assumed: | |
Accounts Payable | (259,755) |
Deferred Revenue | (31,342) |
Other Accrued Liabilities | (154,478) |
Net Value | $ 249,692 |
Acquisition Activity (Schedul25
Acquisition Activity (Schedule Consolidated Unaudited Pro-forma Operations) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Consolidated Unaudited Pro-forma Operations | ||
Revenues | $ 514,352 | $ 582,330 |
Net Loss | $ (1,196,654) | $ (1,519,412) |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net | $ 1,271,915 | $ 1,231,295 |
Video Project [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 156,000 | 0 |
Software and content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 1,833,949 | 1,914,832 |
Intangible assets, Less accumulated amortization | (562,034) | (683,537) |
Intangible assets, Net | $ 1,271,915 | 1,231,295 |
Software and content [Member] | Minimum [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 1 year | |
Software and content [Member] | Maximum [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Software and content [Member] | Class Chatter [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | $ 58,000 | 58,000 |
Software and content [Member] | Plc Consultants [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 24,000 | 24,000 |
Software and content [Member] | DWSaba Consulting [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 40,000 | 40,000 |
Software and content [Member] | Blended Schools [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 1,187,534 | 1,187,534 |
Software and content [Member] | Urban Planet [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | $ 368,415 | $ 605,298 |
Intangible Assets (Details)
Intangible Assets (Details) | Sep. 30, 2015USD ($) |
Intangible Assets [Abstract] | |
June 30, 2016 | $ 337,860 |
June 30, 2017 | 337,860 |
June 30, 2018 | 337,860 |
June 30, 2019 | 217,715 |
June 30, 2020 | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued compensation | $ 0 | $ 82,984 |
Accrued interest | 375 | 39,188 |
Accrued miscellaneous | 19,150 | 43,399 |
Accrued liabilities | $ 19,525 | $ 165,571 |
Short-Term Notes Payable, Due29
Short-Term Notes Payable, Due to Shareholders and Due to Related Party (Schedule of Short-Term Notes Payable, Due to Shareholders and Due to Related Party) (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2014 | |
Short-term Debt [Line Items] | |||
Total short term notes payable due to shareholder and due to related party | $ 164,267 | $ 194,267 | |
Short term note [Member] | |||
Short-term Debt [Line Items] | |||
Total short term notes payable due to shareholder and due to related party | [1] | 100,000 | 100,000 |
Due to shareholders and related party [Member] | |||
Short-term Debt [Line Items] | |||
Total short term notes payable due to shareholder and due to related party | [2] | 64,267 | 64,267 |
Outstanding debenture in default [Member] | |||
Short-term Debt [Line Items] | |||
Total short term notes payable due to shareholder and due to related party | [3] | $ 0 | $ 30,000 |
[1] | At June 30, 2015 and 2014 the Company re-financed its line of credit with a note payable balance of $100,000. This represents short term notes with annual interest rate of 4.5%. At September 30, 2015 and June 30, 2015 the note had accrued interest in the amount of $375 and $375, respectively. | ||
[2] | Advances and loans from shareholders total $36,900 for the Company and $10,009 for Urban Planet. Due to related party consists of amounts due to Measurement Planet, an Urban Planet joint venture, in the amount of $17,358. | ||
[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 the Company 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 100% of the membership interests of a new, wholly-owned subsidiary of the Company, Debt Resolution, 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 the Company. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $35,483 and $22,125 as of June 30, 2015 and 2014, respectively, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. |
Short-Term Notes Payable, Due30
Short-Term Notes Payable, Due to Shareholders and Due to Related Party (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 30, 2010 | Sep. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Short-term Debt [Line Items] | |||||
Short-term notes payable | $ 164,267 | $ 194,267 | |||
Due to shareholders | 36,900 | $ 36,900 | |||
Due to related party | 27,367 | 27,367 | |||
Urban Planet [Member] | |||||
Short-term Debt [Line Items] | |||||
Due to related party | 10,009 | ||||
Measurement Planet [Member] | |||||
Short-term Debt [Line Items] | |||||
Due to related party | 17,358 | ||||
Short term note [Member] | |||||
Short-term Debt [Line Items] | |||||
Short-term notes payable | [1] | $ 100,000 | 100,000 | ||
Annual rate | 4.50% | ||||
Accrued interest | $ 375 | $ 375 | |||
Due to shareholders and related party [Member] | |||||
Short-term Debt [Line Items] | |||||
Short-term notes payable | [2] | 64,267 | 64,267 | ||
Consulting fee plus reimbursement of travel expenses payable | 0 | ||||
Consulting fee plus reimbursement of travel expenses paid | 54,000 | ||||
Outstanding debenture in default [Member] | |||||
Short-term Debt [Line Items] | |||||
Shares issued for debt conversion | 1,039,985 | ||||
Short-term notes payable | [3] | 0 | 30,000 | ||
Accrued interest | $ 35,483 | $ 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 | ||||
[1] | At June 30, 2015 and 2014 the Company re-financed its line of credit with a note payable balance of $100,000. This represents short term notes with annual interest rate of 4.5%. At September 30, 2015 and June 30, 2015 the note had accrued interest in the amount of $375 and $375, respectively. | ||||
[2] | Advances and loans from shareholders total $36,900 for the Company and $10,009 for Urban Planet. Due to related party consists of amounts due to Measurement Planet, an Urban Planet joint venture, in the amount of $17,358. | ||||
[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 the Company 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 100% of the membership interests of a new, wholly-owned subsidiary of the Company, Debt Resolution, 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 the Company. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $35,483 and $22,125 as of June 30, 2015 and 2014, respectively, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. |
Capital Stock (Details)
Capital Stock (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2012shares | Sep. 30, 2015$ / sharesshares | |
Stockholders Equity Note [Line Items] | ||||
Capital stock, shares authorized, total | 510,000,000 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Preferred stock, shares authorized | 500,000 | 10,000,000 | 500,000 | |
Increase of shares of common stock as a result of the conversion of series common stock | 14,827,161 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Stock split ratio | 100 | |||
Convertible Series Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Stock split ratio | 151.127 | |||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Stock issued during period for acquisition, shares | 500,000 | 500,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 |
Capital Stock (Common Stock) (D
Capital Stock (Common Stock) (Details) - USD ($) | Apr. 06, 2015 | Feb. 27, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Sep. 30, 2015 |
Stockholders Equity Note [Line Items] | |||||
Common stock, shares issued | 202,509,291 | 202,509,291 | |||
Shenzhen City Qianhai Xinshi Education Management Co., Ltd. [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Warrants exercise price | $ 0.07 | ||||
Equity raising cost | $ 644,057 | $ 157,000 | |||
Additional shares issued, exercise of warrants | 72,857,143 | ||||
Value of additional shares issued, exercise of warrants | $ 5,526,966 | ||||
Issuance of common stock for financing and fees, shares | 7,142,857 | 7,142,857 | |||
Issuance of common stock for financing and fees | $ 500,000 | $ 500,000 | |||
Issuance of additional common stock for financing and fees, shares | 4,457,143 | 4,457,143 | |||
Issuance of additional common stock for financing and fees | $ 312,000 | $ 312,000 | |||
Stock Issuance Transaction One [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for services, shares | 6,193,388 | ||||
Issuance of common stock for services | $ 799,579 | ||||
Stock Issuance Transaction One [Member] | Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.12 | ||||
Stock Issuance Transaction One [Member] | Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.18 | ||||
Stock Issuance Transaction Two [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for Directors'/Board Committee fees, shares | 900,000 | ||||
Issuance of common stock for Directors'/Board Committee fees | $ 129,600 | ||||
Share price | $ 0.144 | ||||
Stock Issuance Transaction Three [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Shares issued as compensation | 4,658,000 | ||||
Value of shares issued as compensation | $ 648,860 | ||||
Stock Issuance Transaction Three [Member] | Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.0962 | ||||
Stock Issuance Transaction Three [Member] | Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.144 | ||||
Stock Issuance Transaction Four [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock, issuance for satisfaction of debts, shares | 120,043 | ||||
Stock Issuance Transaction Five [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for services | $ 15,500 | ||||
Stock Issuance Transaction Five [Member] | Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.12 | ||||
Stock Issuance Transaction Five [Member] | Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.1298 | ||||
Stock Issuance Transaction Six [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Common stock issued for the private placement financing, shares | 125,000 | ||||
Common stock issued for the private placement financing | $ 18,645 | ||||
Share price | $ 0.149 | ||||
Stock Issuance Transaction Nine [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Units sold during the period | 53,571,429 | ||||
Proceeds from sale of units | $ 3,250,000 | ||||
Equity raising cost | $ 157,000 | ||||
Share price | $ 0.07 | ||||
Stock Issuance Transaction Nine [Member] | Common Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Units sold during the period | 53,571,429 | ||||
Stock Issuance Transaction Nine [Member] | Warrant [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Units sold during the period | 99,000,001 | ||||
Stock Issuance Transaction Ten [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Units sold during the period | 1,428,571 | ||||
Proceeds from sale of units | $ 100,000 | ||||
Warrants exercise price | $ 0.10 | ||||
Share price | $ 0.07 | ||||
Stock Issuance Transaction Eleven [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for services, shares | 78,616 | ||||
Issuance of common stock for services | $ 12,500 | ||||
Share price | $ 0.159 | ||||
Stock Issuance Transaction Twelve [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Stock issued during period for acquisition, shares | 10,500,000 | ||||
Issuance of equity for UPM acquisition | $ 1,010,100 | ||||
Share price | $ 0.0962 | ||||
Stock Issuance Transaction Fourteen [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Equity raising cost | $ 644,057 | ||||
Additional shares issued, exercise of warrants | 72,857,143 | ||||
Value of additional shares issued, exercise of warrants | $ 5,526,966 | ||||
Stock Issuance Transaction Fourteen [Member] | Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Warrants exercise price | $ 0.07 | ||||
Stock Issuance Transaction Fourteen [Member] | Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Warrants exercise price | $ 0.0842322 | ||||
Stock Issuance Transaction Fifteen [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for services, shares | 6,061,707 | ||||
Issuance of common stock for services | $ 460,084 | ||||
Stock Issuance Transaction Fifteen [Member] | Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.07 | ||||
Stock Issuance Transaction Fifteen [Member] | Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Share price | $ 0.0842322 | ||||
Stock Issuance Transaction Seventeen [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Issuance of common stock for settlement of amounts due to shareholder, shares | 40,000 | ||||
Issuance of common stock for settlement of amounts due to shareholder, shares | $ 3,848 | ||||
Share price | $ 0.0962 |
Capital Stock (Preferred Stock)
Capital Stock (Preferred Stock) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 500,000 | |
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||
Issuance of equity for UPM acquisition | $ 962,000 | ||
Issuance of equity for UPM acquisition, shares | 500,000 | 500,000 | |
Shares issued upon conversion of preferred stock | 20 | ||
Share price | $ 0.0962 | ||
Conversion price | $ 0.50 | ||
Preferred stock, stated value | $ 10 | ||
Preferred stock, par value | $ 0.0001 |
Capital Stock (Summary of Warra
Capital Stock (Summary of Warrant Activity for Fiscal 2015) (Details) - $ / shares | 12 Months Ended | 15 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2015 | ||
Weighted Average Exercise Price | |||
Class of Warrant or Right Cancelled | 27,742,928 | ||
Warrant [Member] | |||
Shares | |||
Warrants outstanding at beginning of year | 0 | 0 | |
Granted | 203,439,983 | 0 | |
Exercised | (72,857,143) | 0 | |
Cancelled/expired | 0 | (85,378,078) | |
Warrants outstanding at end of year | 130,582,840 | 45,204,762 | |
Warrants exercisable at end of year | 45,204,762 | ||
Weighted Average Exercise Price | |||
Warrants outstanding at beginning of year | $ 0 | $ 0 | |
Granted | 0.075 | 0 | |
Exercised | $ 0.076 | $ 0 | |
Cancelled/expired | [1] | ||
Warrants outstanding at end of year | $ 0.075 | $ 0.075 | |
Warrants exercisable at end of year | $ 0.075 | ||
[1] | The cancelled warrants include 27,742,928 warrants that did not have a set exercise price, and were to be set at the five-day volume weighted average price immediately preceding the exercise date of such warrants. As such, no weighted average price is available. |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | Jul. 21, 2015USD ($)item | Jul. 17, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($) |
Commitments and Contingencies [Abstract] | ||||
Rent, end date | Dec. 30, 2014 | |||
Julie Young [Member] | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Annual salary | $ | $ 282,000 | |||
Period of average share price for addition shares granted | 5 days | |||
Average share price for addition shares granted | $ / shares | $ 0.15 | |||
Terminated period | 18 months | |||
Period of salary equal to severance pay | 1 year | |||
Period of eligible to participate in benefit plans from the date of termination | 1 year | |||
Restricted Common Stock [Member] | Julie Young [Member] | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Shares granted | 2,000,000 | |||
Additional shares granted | 2,000,000 | |||
Consulting Agreement One [Member] | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Consulting agreement, term | 1 year | |||
Shares issued in lieu of consulting agreement | 1,600,000 | |||
Consulting agreement, monthly amount commited | $ | $ 10,000 | $ 10,000 | ||
Video Production Agreement [Member] | Coolfire Studios, LLC [Member] | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Number of academic instruction videos produced | item | 3,500 | |||
Production cost per video | $ | $ 530 | |||
Term of payments scheduled | 1 year |
Commitments and Contingencies36
Commitments and Contingencies (Narrative - Settlement Agreement) (Details) - Settlement agreement [Member] | Sep. 30, 2015USD ($)shares |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Payment to advisors | $ | $ 644,000 |
Warrants [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Warrants cancelled | 85,378,078 |
Holder 3 [Member] | A Warrant [Member] | Mr. Cohen [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Number of Shares Outstanding | 3,078,572 |
Holder 3 [Member] | A Warrant [Member] | Oakway International Ltd. [Member] | Retained warrants [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Number of Shares Outstanding | 2,857,143 |
Holder 3 [Member] | A Warrant [Member] | Oakway International Ltd. [Member] | Additional purchase warrants [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Number of Shares Outstanding | 221,428 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Oct. 19, 2015 | Oct. 16, 2015 | Oct. 12, 2015 |
Subsequent Event [Line Items] | |||
Contract term for office services | 1 year | ||
Office services cost per month | $ 129 | ||
Conversion of Accounts Payable Agreement [Member] | Krevolin & Horst [Member] | |||
Subsequent Event [Line Items] | |||
Fees for legal services | $ 350,000 | ||
Payment for legal fees | $ 180,000 | ||
Shares issued for legal fees | 170,000 | ||
Value of additional shares issued | $ 36,000 | ||
Number of trading day for calculation of average closing price of common stock | 20 days | ||
Share price | $ 0.05 |