Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 15, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 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 | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 202,509,291 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Current assets | ||
Cash | $ 1,009,792 | $ 5,415,744 |
Accounts receivable, net | 31,296 | 50,605 |
Prepaid expenses | 572,637 | 288,075 |
Total current assets | 1,613,725 | 5,754,424 |
Fixed Assets, net | 46,539 | 15,632 |
Intangible assets, net | 1,420,361 | 1,231,295 |
Total noncurrent assets | 1,466,900 | 1,246,927 |
Total Assets | 3,080,625 | 7,001,351 |
Current liabilities | ||
Accounts payable | 506,023 | 1,852,602 |
Accrued liabilities | 21,207 | 165,571 |
Deferred revenue | $ 737,503 | 645,830 |
Short-term notes payable | 130,000 | |
Due to related party | $ 27,367 | 27,367 |
Due to shareholders | 36,900 | 36,900 |
Total current liabilities | 1,329,000 | $ 2,858,270 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 500,000 authorized; 500,000 issued and outstanding at December 31, 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 December 31, 2015 and June 30, 2015. | 20,251 | 20,251 |
Additional paid-in capital | 18,800,182 | 18,800,182 |
Accumulated deficit | (18,030,808) | (15,639,352) |
Total stockholders' equity | 1,751,625 | 4,143,081 |
Total liabilities and stockholders' equity | $ 3,080,625 | $ 7,001,351 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 494,544 | $ 570,374 | $ 1,008,896 | $ 1,100,134 |
Cost of goods sold | 583,338 | 207,556 | 1,048,291 | 409,104 |
Gross profit (loss) | (88,794) | 362,818 | (39,395) | 691,030 |
Operating expenses | ||||
General and administrative | 965,346 | 580,877 | 1,895,791 | 1,876,904 |
Professional fees | 268,097 | 513,806 | 577,169 | 884,572 |
Total operating expense | 1,233,443 | 1,094,683 | 2,472,960 | 2,761,476 |
Loss from operations | $ (1,322,237) | (731,865) | $ (2,512,355) | (2,070,446) |
Other income (expense) | ||||
Other (expense) | (129,719) | (259,437) | ||
Interest income (expense) | $ (1,580) | (78,952) | $ (8,174) | (95,183) |
Loss on derivative | $ (151,171) | (151,171) | ||
Gain on debt settlements | $ 129,015 | $ 129,073 | ||
Total other income (expense) | 127,435 | $ (359,842) | 120,899 | (505,791) |
Net loss | $ (1,194,802) | $ (1,091,707) | $ (2,391,456) | $ (2,576,237) |
Net loss per share | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.06) |
Weighted average shares outstanding, basic and diluted | 202,509,291 | 49,096,886 | 202,509,291 | 46,136,364 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (2,391,456) | $ (2,576,237) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Common stock issued for directors/board committee fees | 64,800 | |
Common stock issued for services | 597,487 | |
Common stock issued for compensation | $ 604,800 | |
Depreciation | $ 5,952 | |
Amortization of intangibles and debt discount | 186,109 | $ 276,754 |
Changes in operating assets and liabilities | ||
Accounts receivable | 19,309 | (18,917) |
Accounts payable | (1,346,580) | 509,419 |
Accrued liabilities | (144,365) | (22,395) |
Deferred revenue | 91,673 | 238,030 |
Prepaid expenses | $ (284,562) | (110,058) |
Derivative liability | 151,171 | |
Due to related parties | 10,000 | |
Net cash (used in) operating activities | $ (3,863,920) | $ (275,146) |
Cash flows from investing activities | ||
Purchase of fixed assets | (36,857) | |
Additional investing in intangibles | (375,175) | |
Net cash (used in) investing activities | (412,032) | |
Cash flows from financing activities | ||
Repayment of notes payable | $ (130,000) | |
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 (used in) financing activities | $ (130,000) | 250,000 |
Net change in cash | (4,405,952) | (25,146) |
Cash, beginning of period | 5,415,744 | 27,250 |
Cash, end of period | 1,009,792 | 2,104 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 8,227 | $ 15,774 |
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 Liquid
Nature of Operations and Liquidity | 6 Months Ended |
Dec. 31, 2015 | |
Nature of Operations and Liquidity [Abstract] | |
Nature of Operations and Liquidity | Note 1 - Nature of Operations and Liquidity Organization Sibling Group Holdings, Inc., d/b/a Global Personalized Academics (the Company), 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. The Company 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 July 20, 2015, the Company issued a press release announcing its intent to do business under the name of Global Personalized Academics (GPA). The Company intends to formally change its name to GPA, and has taken steps towards this achieving this objective. 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, which included the assumption of $446,187 of Blended Schools debt and cash payments totaling $103,813. In addition, the Company agreed to pay certain other debts of Blended Schools as provided for in the asset purchase agreement. Blended Schools provides online curriculum with approximately 200 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system environment featuring both Blackboard and Canvas; and the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet todays ESL requirements. 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 shares of its common stock, $0.0001 par value, and 500,000 shares of its Series A Convertible Preferred Stock (Series A Preferred) to the shareholders of Urban Planet in exchange for all of the issued and outstanding shares of Urban Planet. In addition, we agreed to issue an additional 2,000,000 shares of common stock to key current and past employees and consultants. These shares were issued in May 2015, and expensed in the amount of $192,400, at the then fair value. Each share of Series A Preferred 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 Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred stock, which is $10.00 per shares of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation. 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. As a result, the Company incurred a non-cash impairment charge in the amount of $1,722,408. The Companys determination to recognize the impairment charge was based on the expiration of a grant and service agreement that previously contributed to Urban Planet revenues and the Companys decision to suspend the development of a proposed Urban Planet product. The Company does not expect to incur any material future cash expenditures in connection with the write-down of Urban Planet. 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 Peoples Republic of China (Shenzhen). The strategic investment was provided to accelerate the Companys 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 Units (each, a Unit) for an aggregate cash raise of $3,250,000. Costs directly attributed to this equity raise aggregated $157,000. Included in the aforementioned were 7,142,857 Units issued in lieu of a $500,000 payment for fees attributed to this equity raise. An additional 4,457,143 shares were issued as payment of fees for this equity raise as well, which were fair valued at $312,000. Each Unit consists of: (1) a share of the Companys common stock; (2) a warrant giving each of the Investors the right to purchase one additional share of common stock for each share owned at any time and from time to time for a period of five years at an exercise price of $0.07 per share (each, an A Warrant); (3) a warrant giving each of the Investors the right to purchase one additional share of common stock for each share owned at any time and from time to time for a period of one year following the effectiveness of a registration statement covering the resale of the total number of shares of common stock acquired by the Investors in the transaction at an exercise price equal to the five-day volume weighted average price immediately preceding the exercise date (each, a B Warrant); and (4) only as part of and in connection with the purchase of the shares underlying the B Warrants (the B Warrant Shares), a warrant giving each of the Investors the right to purchase 0.50 shares of common stock for each B Warrant Share purchased by such Investors at any time and from time to time for a period of five years at an exercise price equal to the purchase price of the B Warrant Shares (each, an Additional Warrant and together with the A Warrants and the B Warrants, the Warrants). The exercise prices of the Warrants may be reduced if the Company issues additional shares of common stock or securities convertible into common stock at a price lower than the Warrant exercise prices for so long as the Warrants remain outstanding. If all shares underlying all Warrants are ultimately issued, the Company will issue an aggregate of 187,500,001 shares of common stock pursuant to the Securities Purchase Agreement for additional proceeds. 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 shares of common stock being issued to Shenzhen in exchange for an aggregate purchase price of $5,526,966. Pursuant to the terms of the Securities Purchase Agreement, 42,857,143 of the shares received upon issuance of the A Warrants were issued at a price per share of $0.07. The remaining 30,000,000 shares received upon the partial exercise of the B Warrants were issued at a price per share of $0.0842322, which is equivalent to the volume weighted average price for the Companys common stock for the five trading days preceding April 6, 2015, the date of exercise. Cash costs attributed to this portion of the equity raise was $644,057 and an additional 6,061,707 shares, which were fair valued at $460,084 were issued in lieu of cash fees for this warrant exercise equity raise. 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 shares of the Companys common stock at any time and from time to time for a period of five years from the date of the Additional Warrants at an exercise price per share equal to $0.0842322, the purchase price of the shares issued pursuant to the B Warrants. Following the exercise of the Warrants, Shenzhen holds 115,714,286 shares of the Companys common stock, or 57.14% of the Companys total issued and outstanding shares of common stock as of December 31, 2015. Pursuant to the terms of the remaining Warrants, Shenzhen has the potential to purchase up to an additional 34,285,714 shares of the Companys common stock. If all shares underlying all Warrants held by Shenzhen are ultimately issued to Shenzhen, Shenzhen will hold an aggregate of 150,000,000 shares of the Companys common stock. Of Shenzhens remaining Warrants, 15,000,000 are exercisable at $0.0842322 per share, which would result in an additional $1,263,483 in proceeds to the Company. Because the purchase price of the remaining 19,285,714 shares that Shenzhen has the right to acquire pursuant to its Warrants is dependent on the price of the Companys common stock if and when such Warrants are exercised, the Company is unable to calculate the gross proceeds that would be received upon exercise of such Warrants. Liquidity and Managements Plan Historically, our principal sources of cash have included revenue from operating activities, proceeds from the issuance of common and preferred stock, and proceeds from the issuance of short-term debt. Our principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development, further development of intellectual property, as well as general working capital and capital expenditure requirements. We had working capital of $284,725 and $1,009,792 in cash as of December 31, 2015, compared to working capital of $2,896,154 and $5,415,744 in cash as of June 30, 2015. Management believes that the Companys current cash and cash equivalents will not be sufficient to meet working capital and capital expenditure requirements for the next 12 months. As a result, the ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. Management is therefore seeking to raise additional debt and/or equity capital. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing working capital requirements. While we used a substantial amount of cash since June 30, 2015, management believes the investments made to develop new product offerings internationally, additions to its executive management and sales team to capitalize on future growth opportunities throughout the U.S. South America, China, among others, and investments made in infrastructure and curriculum development, will provide the foundation for near-term revenue growth. Until such time as we are able to generate positive cash flow from operations, management will continue to focus on reducing discretionary costs and expenses, matching staffing levels with existing and forecasted sales levels, and directing existing cash resources to activities intended to increase revenue. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 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. These condensed consolidated financial statements should be read in conjunction with the more complete information and the Companys audited consolidated financial statements and related notes thereto included in the Companys annual report on Form 10-K for the year ended June 30, 2015. The operating results for the three and six months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. (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 six months ended December 31, 2015, the Company had a net loss of $2,391,456 and negative cash flow from operations of $3,863,920. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. 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 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 December 31, 2015 and June 30, 2015, the Company recorded $3,926, and $3,926, respectively, in allowance for doubtful accounts. (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 six months ended December 31, 2015 and the year ended June 30, 2015, the Company recorded an impairment charge of $0 and $1,722,408, respectively. (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 and $28,131, respectively, for the six months ended December 31, 2015 and year ended June 30, 2015. (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 Companys 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 Companys 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 awards 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 Companys 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 December 31, 2015 and June 30, 2015 there were common stock equivalents outstanding of 45,204,762 and 130,582,840, respectively. (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 Entitys Ability to Continue as a Going Concern (ASU 2014-15). The amendments in ASU 2014-15 provide guidance about managements responsibility to evaluate whether there is a substantial doubt about an entitys ability to continue as a going concern or to provide related footnote disclosures. 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 entitys 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 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 | 6 Months Ended |
Dec. 31, 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 shares of its common stock, and 500,000 shares of its Series A Preferred to the shareholders of Urban Planet in exchange for all of the issued and outstanding shares of Urban Planet. An additional 2,000,000 shares of common stock were agreed to be issued to key current and past employees and consultants. These shares were issued in May 2015 and expensed in the amount of $192,400 at the then fair value accordingly. 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 Series A Preferred 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 Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per share of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation. 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. The resulting loss of $1,722,408 was reported as Impairment of UPM assets acquired in the consolidated statements of operations filed as part of the Companys Annual 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 Six months ended December 31, 2014 December 31, 2014 Revenues $ 616,960 $ 1,199,291 Net Loss $ (1,437,265 ) $ (2,956,877 ) |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 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: December 31, 2015 June 30, 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 397,500 0 Total 2,075,449 1,914,832 Less accumulated amortization (655,088 ) (683,537 ) Net $ 1,420,361 $ 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 and $0, beginning with June 30, 2016, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued-Liabilities | Note 5 Accrued Liabilities Accrued liabilities consist of the following: December 31, 2015 June 30, 2015 Accrued compensation $ 0 $ 82,984 Accrued interest 0 39,188 Accrued miscellaneous 21,207 43,399 $ 21,207 $ 165,571 |
Short-Term Notes Payable, Due t
Short-Term Notes Payable, Due to Shareholders and Due to Related Party | 6 Months Ended |
Dec. 31, 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: December 31, 2015 June 30, 2015 Short term note (a) $ 0 $ 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 $ 64,267 $ 194,267 (a) At June 30, 2015, the Company re-financed its line of credit with a note payable balance of $100,000. This represents a short term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 and $375, respectively. (b) 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. (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% 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 had a debenture balance of $30,000 and accrued interest of $35,483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 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 included in accounts payable at year-end is $0. |
Capital Stock
Capital Stock | 6 Months Ended |
Dec. 31, 2015 | |
Capital Stock [Abstract] | |
Capital Stock | Note 7 - Capital Stock In 2012, the Companys shareholders approved the Amended and Restated Certificate of Incorporation authorizing 510,000,000 shares of capital stock, 500,000,000 of which are designated as common stock and 10,000,000 of which are designated as preferred stock. The shareholders also approved the conversion of the series common stock to common stock at a ratio of 151.127 shares of common stock for each share of series common stock and a reverse split of the common stock at a ratio of 100 to 1. As a result of the conversion, all of the Companys outstanding shares of series common stock were converted into 14,827,161 shares of common stock. On January 29, 2015, the Board of Directors approved a series of 500,000 shares of Series A Preferred for issuance in connection with the Urban Planet share exchange, and filed the Certificate of Designation of Powers, Preferences and Rights of Series A Convertible Preferred Stock with the Secretary of State of Texas. Each share of Series A Preferred shall have a par value of $0.0001 per share and a stated value equal to $10.00. Common Stock During the year ended June 30, 2015, the Company issued the following shares of common stock: The Company issued 6,193,388 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 $799,579. The Company issued 900,000 shares of common stock in accordance with the Companys 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 4,658,000 shares of common stock for compensation to officers and employees. The stock issued was fair valued at prices ranging from $.0962 to $.144 per share for a total fair value of $648,860. The Company issued 120,043 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at prices ranging from $.12 to $0.1298 per share for a total value of $15,500. The Company issued 125,000 shares of common stock in connection with a private placement financing. The stock issued was fair valued at $.149 per share for a total value of $18,645. The Company issued 78,616 shares of common stock pursuant to an advisory fee agreement in connection with a private placement financing agreement. The stock issued was fair valued at $.159 per share for a total value of $12,500. The Company sold 1,428,571 units, which consisted of 1,428,571 shares of common stock and 1,428,571 warrants exercisable at $0.10 a share. The stock sold was at $.07 per share for proceeds of $100,000. There were no stipulations, conditions or requirements under the sale. The Company sold 53,571,429 Units, which consisted of 53,571,429 shares of common stock and 99,000,001 warrants exercisable at varying exercise prices. The stock sold was at $.07 per share for proceeds of $3,250,000. Included in the aforementioned were 7,142,857 Units issued in lieu of a $500,000 payment for fees attributed to this equity raise. An additional 4,457,143 shares were issued as payment of fees for this equity raise as well, which had a fair value at $312,000. There were no stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued in lieu of fees, the cost of this equity raise was $157,000. The Company issued 10,500,000 shares of its common stock pursuant to the Share Exchange Agreement with Urban Planet. The stock issued was fair valued at $.0962 per share for a total value of $1,010,100. The Company issued a total of 72,857,143 shares of its common stock pursuant to the exercise by Shenzhen of certain warrants. The shares issued were at a price per share of $0.07 and $0.0842322 for total proceeds of $5,526,966. There were no stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued, the cost of this equity raise was $644,057. The Company issued a total of 6,061,707 shares of its common stock pursuant to an advisory fee agreement with V3 Capital Partners, LLC as a direct result of the warrant exercise. The price per share ranged from $0.07 to $0.0842322 for a total fair value of $460,084 as a cost of the warrant exercise equity raise. The Company issued 40,000 shares of its common stock for the settlement of amounts due to a shareholder. The stock issued was fair valued at $0.0962 per share for a total value of $3,848. No gain or loss was recorded on this transaction. During the six months ended December 31, 2015, the Company issued no shares of common stock. Preferred Stock During the year ended June 30, 2015, the Company issued the following shares of preferred stock: The Company issued 500,000 shares of its Series A Preferred pursuant to the Share Exchange Agreement with Urban Planet. Each share of Series A Preferred 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 Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per shares of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation. The shares were fair valued at $.0962 per share, calculated at the conversion rate of 20 shares of common stock for each share of Series A Preferred converted. The total estimated fair value of the Series A Preferred issued was $962,000 based on an as converted basis for the acquisition of Urban Planet. During the six months ended December 31, 2015, the Company issued no shares of preferred stock. Warrants Warrant activity as of December 31, 2015 and the year ended June 30, 2015 is summarized as follows: Eighteen months ended December 31, 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 December 31, 2015 45,204,762 $ 0.075 Warrants exercisable at December 31, 2015 45,204,762 $ 0.075 The total warrants outstanding at December 31, 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 | 6 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8 Commitments and Contingencies On December 30, 2014, the Company entered into a one-year consulting agreement whereby the consultant would be paid with 1,600,000 shares of the Companys common stock and cash payments of $10,000 per month. The Company is currently involved in a dispute regarding cash and share amounts owed. The Company maintains the agreements are not enforceable due to non-performance. On July 17, 2015, the Board of Directors of the Company appointed Julie Young as the Companys Chief Executive Officer, effective July 20, 2015. Ms. Young will serve as the Companys 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; (ii) the authorization of a grant of 2,000,000 shares of restricted common stock, which will vest immediately upon issuance; (iii) the right to receive an additional grant of 2,000,000 shares of restricted common stock upon the Companys achievement of a five-day average share price of $0.15 per share; and (iv) eligibility to participate in the Companys health and other benefit plans on the same terms and conditions as the Companys other employees. In the event that Ms. Youngs employment is terminated without cause, she resigns for good reason, or she is terminated within 18 months of a change in control, Ms. Young will receive a severance payment equal to one-years salary and will be eligible to participate in the Companys benefit plans for one year from the date of termination. On July 21, 2015, the Company entered into a Video Production Agreement with Coolfire Studios, LLC to produce 3,500 academic instruction videos. The per video cost is $530, with various payments scheduled over a one-year period. During fiscal 2015, the Company entered into an Advisory Fee Agreement in connection with advisory, due diligence, and financing activities performed by the Advisor in connection with the transaction with Shenzhen. 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 SPA Warrants received pursuant to the Securities Purchase Agreement. The Advisory Fee Agreement ended September 24, 2015 after the Settlement Agreement and Mutual Release, fully described below was signed. 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 shares of common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement, which were previously issued to him under the Securities Purchase Agreement, and (B) terminate all further rights to additional shares, warrants or other payments due under the Securities Purchase Agreement or Advisory Agreement; (iii) Oakway International Ltd. has agreed to forfeit and cancel all warrants received under the Advisory Agreement and terminate all further rights to additional shares, warrants or other payments due under the Securities Purchase Agreement or Advisory Agreement in exchange for (A) the right to retain A Warrants to purchase 2,857,143 shares of common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement, which were previously issued to it under the Securities Purchase Agreement and (B) receipt of an additional A Warrant to purchase 221,428 shares of common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement; (iv) the Individuals will retain the warrants previously issued to them under the Advisory Agreement providing for rights to purchase an aggregate of 3,333,333 shares of common stock upon the same terms and conditions as provided in the Advisory Agreement and agreed to terminate all further rights to additional shares, warrants or other payments due under the Advisory Agreement; and (v) the Company agreed to pay the Advisors a total of $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 cancelled warrants to purchase a total of 85,378,078 shares of common stock, such that the Companys total outstanding warrants held by all security holders as of December 31, 2015 provide for the rights to purchase an aggregate of 45,204,762 shares of common stock. On October 12, 2015, the Company entered into a one-year contract for office services in Orlando, Florida at a cost of $129 per month. 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 in fees for legal services rendered to the Company for (1) a cash payment of $180,000, which was paid in full on October 19, 2015; (2) the issuance of 170,000 shares of its common stock; and (3) on or before six months from October 16, 2015, a number of shares of its common stock equal to the quotient of $36,000 divided by either (a) the average closing price of the common stock for the 20 trading day period ending April 8, 2016 or (b) $0.05, whichever is greater. On November 3, 2015, the Companys Board of Directors appointed Mr. Michael Horn and Mr. David Dai to serve on the Companys Board of Directors, each to serve to serve until the next annual meeting of the Companys stockholders or until his successor is duly elected and qualified. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | None |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 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. These condensed consolidated financial statements should be read in conjunction with the more complete information and the Companys audited consolidated financial statements and related notes thereto included in the Companys annual report on Form 10-K for the year ended June 30, 2015. The operating results for the three and six months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. |
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 six months ended December 31, 2015, the Company had a net loss of $2,391,456 and negative cash flow from operations of $3,863,920. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. 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 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 December 31, 2015 and June 30, 2015, the Company recorded $3,926, and $3,926, respectively, in allowance for doubtful accounts. |
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 six months ended December 31, 2015 and the year ended June 30, 2015, the Company recorded an impairment charge of $0 and $1,722,408, respectively. |
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 and $28,131, respectively, for the six months ended December 31, 2015 and year ended June 30, 2015. |
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 Companys 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 Companys 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 Instrument | (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 awards 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 Companys 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 December 31, 2015 and June 30, 2015 there were common stock equivalents outstanding of 45,204,762 and 130,582,840, respectively. |
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 Entitys Ability to Continue as a Going Concern (ASU 2014-15). The amendments in ASU 2014-15 provide guidance about managements responsibility to evaluate whether there is a substantial doubt about an entitys ability to continue as a going concern or to provide related footnote disclosures. 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 entitys 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 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) | 6 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Consolidated Unaudited Pro-forma Results Of Operations as if Urban Planet and Blended Schools | Three months ended Six months ended December 31, 2014 December 31, 2014 Revenues $ 616,960 $ 1,199,291 Net Loss $ (1,437,265 ) $ (2,956,877 ) |
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) | 6 Months Ended |
Dec. 31, 2015 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets Comprised of Software and Content From the Acquisitions | December 31, 2015 June 30, 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 397,500 0 Total 2,075,449 1,914,832 Less accumulated amortization (655,088 ) (683,537 ) Net $ 1,420,361 $ 1,231,295 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | December 31, 2015 June 30, 2015 Accrued compensation $ 0 $ 82,984 Accrued interest 0 39,188 Accrued miscellaneous 21,207 43,399 $ 21,207 $ 165,571 |
Short-Term Notes Payable, Due19
Short-Term Notes Payable, Due to Shareholders and Due to Related Party (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Short-Term Notes Payable, Due to Shareholders and Due to Related Party [Abstract] | |
Schedule of Short-Term Notes Payable | December 31, 2015 June 30, 2015 Short term note (a) $ 0 $ 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 $ 64,267 $ 194,267 (a) At June 30, 2015, the Company re-financed its line of credit with a note payable balance of $100,000. This represents a short term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 and $375, respectively. (b) 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. (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% 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 had a debenture balance of $30,000 and accrued interest of $35,483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2015 45,204,762 $ 0.075 Warrants exercisable at December 31, 2015 45,204,762 $ 0.075 |
Nature of Operations and Liqu21
Nature of Operations and Liquidity (Details) | Apr. 06, 2015USD ($)$ / sharesshares | Feb. 27, 2015USD ($)shares | May. 31, 2015USD ($)shares | Feb. 28, 2015USD ($)$ / sharesshares | Jan. 28, 2015USD ($)$ / sharesshares | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Oct. 16, 2015shares | Oct. 12, 2015USD ($)shares | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) |
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||||||||||||
Stock issued to key current and past employees and consultants, shares | 170,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Impairment of Urban Planet intangibles | $ | $ 0 | $ 1,722,408 | ||||||||||
Working Capital | $ | 284,725 | 2,896,154 | ||||||||||
Cash | $ | 1,009,792 | $ 5,415,744 | $ 2,104 | $ 27,250 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.0962 | |||||||||||
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] | 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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
Investor [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% | |||||||||||
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 | |||||||||||
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 | |||||||||||
Investor [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 | |||||||||||
Investor [Member] | B Warrant [Member] | ||||||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||||||||||||
Additional shares issued, exercise of warrants | 30,000,000 | |||||||||||
Investor [Member] | Additional Warrant [Member] | ||||||||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | ||||||||||||
Number of common stock called by warrants | 15,000,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)itemshares | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($)shares | |
Accounts Receivable, Net, Current [Abstract] | |||||
Net loss | $ 1,194,802 | $ 1,091,707 | $ 2,391,456 | $ 2,576,237 | |
Cash flow from operations | 3,863,920 | $ 275,146 | |||
Allowance for doubtful accounts | $ 3,926 | $ 3,926 | $ 3,926 | ||
Number of sales team members hired | item | 7 | ||||
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 | 6 Months Ended | 12 Months Ended | 13 Months Ended | ||
May. 31, 2015USD ($)shares | Jan. 28, 2015USD ($)$ / sharesshares | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Oct. 16, 2015shares | |
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Stock issued to key current and past employees and consultants, shares | shares | 170,000 | |||||
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 | |||||
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] | 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 Series A Preferred 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 Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per share of Series A Preferred, by the conversion price. | |||||
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 | |||||
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 |
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 Expense | 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 | 6 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Consolidated Unaudited Pro-forma Operations | ||
Revenues | $ 616,960 | $ 1,199,291 |
Net Loss (Income) | $ (1,437,265) | $ (2,956,877) |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Net | $ 1,420,361 | $ 1,231,295 |
Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 2,075,449 | 1,914,832 |
Intangible assets, Less accumulated amortization | (655,088) | (683,537) |
Intangible assets, Net | $ 1,420,361 | 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 | |
Class Chatter [Member] | Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | $ 58,000 | 58,000 |
PLC Consultants [Member] | Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 24,000 | 24,000 |
DWSaba Consulting [Member] | Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 40,000 | 40,000 |
Blended Schools [Member] | Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 1,187,534 | 1,187,534 |
Urban Planet [Member] | Software and Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | 368,415 | 605,298 |
Video Project [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Total | $ 397,500 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) | Dec. 31, 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 ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued compensation | $ 0 | $ 82,984 |
Accrued interest | 0 | 39,188 |
Accrued miscellaneous | 21,207 | 43,399 |
Accrued liabilities | $ 21,207 | $ 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 ($) | Dec. 31, 2015 | Jun. 30, 2015 | |
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] | 0 | 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] | $ 30,000 | |
[1] | At June 30, 2015, the Company re-financed its line of credit with a note payable balance of $100,000. This represents a short-term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 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 had a debenture balance of $30,000 and accrued interest of $35,483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. |
Short-Term Notes Payable, Due30
Short-Term Notes Payable, Due to Shareholders and Due to Related Party (Narrative) (Details) - USD ($) | 1 Months Ended | |||
Dec. 30, 2010 | Dec. 31, 2015 | Jun. 30, 2015 | ||
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 | ||
Outstanding debenture in default [Member] | ||||
Short-term Debt [Line Items] | ||||
Shares issued for debt conversion | 1,039,985 | |||
Short-term notes payable | [1] | 30,000 | ||
Accrued interest | 35,483 | |||
Short term note [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | [2] | $ 0 | 100,000 | |
Annual rate | 4.50% | |||
Accrued interest | $ 0 | 375 | ||
Due to shareholders and related party [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term notes payable | [3] | 64,267 | $ 64,267 | |
Consulting fee plus reimbursement of travel expenses payable | 0 | |||
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 | |||
Debt Resolution Limited Liability Corporation [Member] | Outstanding debenture in default [Member] | ||||
Short-term Debt [Line Items] | ||||
Percentage of membership interest received | 100.00% | |||
Number of holders of debentures | 43 | |||
[1] | 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 had a debenture balance of $30,000 and accrued interest of $35,483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. | |||
[2] | At June 30, 2015, the Company re-financed its line of credit with a note payable balance of $100,000. This represents a short-term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 and $375, respectively. | |||
[3] | 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 $17,358. |
Capital Stock (Details)
Capital Stock (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2012shares | Dec. 31, 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 | |||
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 | |||
Convertible Series Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Stock split ratio | 151.127 |
Capital Stock (Common Stock) (D
Capital Stock (Common Stock) (Details) - USD ($) | Apr. 06, 2015 | Feb. 27, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Oct. 16, 2015 | Dec. 31, 2015 |
Stockholders Equity Note [Line Items] | ||||||
Common stock, shares issued | 202,509,291 | 202,509,291 | ||||
Stock issued for cash, shares | 170,000 | |||||
Stock Issuance Transaction Five [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Issuance of common stock for services | $ 15,500 | |||||
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 Four [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Issuance of common stock, issuance for satisfaction of debts, shares | 120,043 | |||||
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 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 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 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 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 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 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 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 | |||||
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 | |||||
Common Stock [Member] | Stock Issuance Transaction Nine [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Units sold during the period | 53,571,429 | |||||
Warrant [Member] | Stock Issuance Transaction Nine [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Units sold during the period | 99,000,001 | |||||
Investor [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 | ||||
Maximum [Member] | Stock Issuance Transaction Five [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | $ 0.1298 | |||||
Maximum [Member] | Stock Issuance Transaction Three [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.144 | |||||
Maximum [Member] | Stock Issuance Transaction Fifteen [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.0842322 | |||||
Maximum [Member] | Stock Issuance Transaction Fourteen [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants exercise price | 0.0842322 | |||||
Maximum [Member] | Stock Issuance Transaction One [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.18 | |||||
Minimum [Member] | Stock Issuance Transaction Five [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.12 | |||||
Minimum [Member] | Stock Issuance Transaction Three [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.0962 | |||||
Minimum [Member] | Stock Issuance Transaction Fifteen [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | 0.07 | |||||
Minimum [Member] | Stock Issuance Transaction Fourteen [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants exercise price | 0.07 | |||||
Minimum [Member] | Stock Issuance Transaction One [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Share price | $ 0.12 |
Capital Stock (Preferred Stock)
Capital Stock (Preferred Stock) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 500,000 | 500,000 | |
Preferred Stock [Member] | Series A 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) - Warrant [Member] - $ / shares | 12 Months Ended | 18 Months Ended |
Jun. 30, 2015 | Dec. 31, 2015 | |
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 |
Warrants outstanding at end of year | $ 0.075 | 0.075 |
Warrants exercisable at end of year | $ 0.075 | |
Class of Warrant or Right Cancelled | 21,428,572 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | Jul. 21, 2015USD ($)item | Jul. 17, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares |
Chief Executive Officer [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 | ||
Chief Executive Officer [Member] | Restricted Stock [Member] | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Shares granted | shares | 2,000,000 | ||
Additional shares granted | shares | 2,000,000 | ||
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 | ||
Consulting Agreement One [Member] | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Consulting agreement, term | 1 year | ||
Shares issued in lieu of consulting agreement | shares | 1,600,000 | ||
Consulting agreement, monthly amount commited | $ | $ 10,000 |
Commitments and Contingencies36
Commitments and Contingencies (Narrative - Settlement Agreement) (Details) - USD ($) | Oct. 19, 2015 | Oct. 16, 2015 | Dec. 31, 2015 | Dec. 30, 2015 | Sep. 30, 2015 | Oct. 12, 2015 | Oct. 16, 2015 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||||
Sattlement of legal services fees | $ 350,000 | ||||||
Cash payment | $ 180,000 | ||||||
issuance of common stock | 170,000 | ||||||
Contract term for office services | 1 year | ||||||
Office services cost per month | $ 129 | ||||||
Settlement Agreement [Member] | |||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||||
Payment to advisors | $ 644,000 | ||||||
Rights to purchase aggregate amount common stock | 45,204,762 | 3,333,333 | |||||
Settlement Agreement [Member] | Warrant [Member] | |||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||||
Warrants cancelled | 85,378,078 | ||||||
Settlement Agreement [Member] | Holder Three [Member] | A Warrant [Member] | MrCohen [Member] | |||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||||
Number of Shares Outstanding | 3,078,572 | ||||||
Settlement Agreement [Member] | Holder Three [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 | ||||||
Settlement Agreement [Member] | Holder Three [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 | ||||||
Conversion of Accounts Payable Agreement [Member] | Krevolin and Horst LLC [Member] | |||||||
Purchase Commitment, Excluding Long-term Commitment [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 | $ 0.05 |