STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Jun. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
STOCKHOLDERS' EQUITY (DEFICIT) | ' |
NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT) |
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Preferred Stock |
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As of June 30, 2014, the Company has 5,000,000 shares of preferred stock, par value $0.001, authorized and 210,000 shares issued and outstanding. |
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On December 11, 2009, the Company filed a Certificate of Designation with the State of Nevada, to designate 500,000 shares of the preferred stock to be designated as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”). |
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Each share of Series B Convertible Preferred Stock has a par value of $0.001, and a stated value equal to $5.00 (“Stated Value”). Holders of the Series B Convertible Preferred Stock are entitled to receive dividends or other distributions with the holders of the common stock of the Company on an as converted basis when, as, and if declared by the directors of the Company. Holders of the Series B Convertible Preferred Stock are entitled to convert all or any one (1) share of the Series B Convertible Preferred Stock into fifty (50) shares of common stock. |
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Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (“liquidation”), holders of the Series B Convertible Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, pro rata with the holders of the common stock. |
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On December 11, 2009, the Company entered into an Assignment and Assumption Agreement with ACI (the “assignment and Assumption Agreement”). In accordance with the Assignment and Assumption Agreement, ACI conveyed, assigned and transferred to the Company all of ACI’s rights, title and interest in and to the Patent (see Note 5) and delegated to the Company all of its duties and obligations to be performed under the Patent; and the Company hereby accepts the assignment of all of ACI’s rights, title and interest to the Patent and the rights and delegation of duties and obligations and agrees to be bound by and to assume such duties and obligations. |
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In consideration for the assignment of the Patent, the Company issued 200,000 shares of Series B Convertible Preferred Stock. ACI may only convert these shares into common shares (in accordance with the conversion terms noted herein) upon delivering to the Company, a third party valuation of the assigned Patent conducted by a nationally qualified accounting firm or IP law firm mutually agreed upon between the Company and ACI, indicating that such Patent is valued at a minimum of $1,000,000. |
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On November 12, 2012, the Company issued 200,000 shares of its Series B Convertible Preferred Stock to ACI in consideration for ACI’s patent relating to the Medical Keyring Device. |
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In July 2013, ACI elected to convert 190,000 shares of Series B Convertible Preferred Stock, issued in 2012, into 9,500,000 shares of the Company’s common stock. |
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During September 2013, the Company acquired license rights to ACI's BioCentric Cloud Device technology in consideration of the Company's obligation to issue to ACI of 200,000 shares of its Series B Convertible Preferred Stock. As of the filing date, the Company has not increased its amount of Series B Convertible Preferred Stock shares and, accordingly, these shares have not been issued. |
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Common Stock (Continued) |
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In accordance with Staff Accounting Bulletin (“SAB”) topic 5G “Transfers of Non-monetary Assets by Promoters and Shareholders” the Company recorded these transactions at ACI’s carrying basis of the Patents, which was $0. |
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Class A Common Stock |
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As of June 30, 2014, the Company has 50,000,000 shares of Class A common stock, par value $0.001, authorized and no shares issued and outstanding. In October 2003, the Company issued 50,000,000 shares of Class A common stock at par value ($50,000). These shares were converted into 50,000,000 shares of common stock in 2006. |
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Common Stock |
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The Company was incorporated on December 18, 2002, with 45,000,000 shares of Common Stock, par value $0.001. The articles of incorporation were amended in 2006 to increase the number of authorized shares to 100,000,000 shares, and again in 2009 to increase the number of authorized shares to 200,000,000. |
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As of June 30, 2014, the Company has 167,707,937 shares of common stock issued and outstanding. |
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During the three months ended September 30, 2012, the Company sold 860,000 shares and twelve month warrants to purchase an additional 860,000 shares at $0.80 per share for net proceeds of $171,758. |
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During the three months ended September 30, 2012, the Company authorized the issuance of 4,379,122 shares for legal and consulting services valued at $627,899. |
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During the three months ended December 31, 2012, the Company sold for cash 200,000 shares and twelve month warrants to purchase an additional 200,000 shares at $0.80 per share. The Company also sold for cash 125,000 shares and twelve month warrants to purchase an additional 125,000 shares at $0.50 per share. Total net proceeds received was $60,041. |
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During the three months ended December 31, 2012, the Company authorized the issuance of 5,575,000 shares for consulting services valued at $1,115,000. |
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During the three months ended March 31, 2013, the Company sold for cash 4,131,328 shares and twelve month warrants to purchase an additional 4,131,328 shares at $0.50 per share for net proceeds of $672,380. |
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During the three months ended June 30, 2013, the Company sold for cash 10,097,331 shares and twelve month warrants to purchase an additional 10,097,331 shares at $0.50 per share for net proceeds of $1,499,793. |
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During the three months ended September 30, 2013, the Company sold for cash 515,367 shares and twenty-four month warrants to purchase an additional 515,367 shares at $0.70 per share for net proceeds of $123,474. |
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During the three months ended September 30, 2013, the Company issued 130,875 shares for consulting services valued at $70,898, based on the stock price at the time of the respective agreements underlying the services provided. |
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During the three months ended December 31, 2013, the Company issued 2,134,166 shares for consulting services valued at $339,900, based on the stock price at the time of the respective agreements underlying the services provided. |
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During the three months ended December 31, 2013, the Company sold for cash 660,000 shares and twenty-four month warrants to purchase an additional 660,000 shares at $0.60 per share for net proceeds of $118,700. |
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During the three months ended March 31, 2014, the Company sold for cash 2,120,000 shares and twenty-four month warrants to purchase: (i) 4,240,000 shares at $0.70 per share, and (ii) 2,136,960 shares at $1.00 per share, for net proceeds of $338,687. |
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During the three months ended March 31, 2014, the Company issued 2,798,776 shares for consulting and legal services valued at $375,149, based on the stock price at the time of the respective agreements underlying the services provided. |
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During the three months ended June 30, 2014, the Company sold for cash 1,812,500 shares and twenty-four month warrants to purchase: (i) 3,625,000 shares at $0.70 per share, and (ii) 1,827,000 shares at $1.00 per share, for net proceeds of $289,405. |
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During the three months ended June 30, 2014, the Company issued 1,490,170 shares for consulting and legal services value at $205,192, based on the stock price at the time of the respective agreements underlying the services provided. |
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Warrants |
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From time to time the Company granted warrants in connection with private placements of securities, as described herein. |
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In October 2009, the Company executed a warrant agreement with an investor relations company for 5,000,000 warrants to be issued in two tranches. The first tranche of 2,500,000 warrants (the “October warrants”) has been issued in October 2009, and the second tranche of 2,500,000 warrants has been issued on March 31, 2010 (the “March warrants”). The October warrants, which were set to expire October 25, 2014(as extended) but have been further extended by the Company to expire on October 25, 2015, have strike prices as follows: 1,000,000 at $0.10 per share; 1,000,000 at $0.15 per share; and 500,000 at $0.20 per share. The March warrants, which were set to expire March 29, 2015 (as extended) but have been further extended by the Company to expire on March 29, 2016, have strike prices as follows: 500,000 at $0.20 per share; 1,000,000 at $0.25 per share; and 1,000,000 at $0.30 per share. |
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In June 2011, the Company issued warrants to purchase 1,000,000 shares of its common stock at an exercise price of $0.50 per share as partial consideration for a consulting agreement. These warrants were set to expire on June 3, 2014 (as extended) but have been further extended by the Company to expire on June 3, 2015. |
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In connection with the extension of the above referenced warrants during the year ended June 30, 2014, which were partial consideration in connection with a new consulting agreement, the Company assigned a value of $209,300 using the Black-Scholes option pricing model. The Company is recording the charge to consulting expenses over the term of the new consulting agreement. During the year ended June 30, 2014, the Company recorded $174,417 to consulting expenses, included as a component of other general and administrative expenses. |
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In May 2012, the Company issued warrants to purchase 250,000 shares of its common stock at an exercise price of $0.50 per share, as partial consideration for a consulting agreement for public relations services. The warrants expired in May 2014. |
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As of June 30, 2014 and June 30, 2013, the following is a breakdown of the activity: |
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June 30, 2014: |
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Outstanding - beginning of year | | 21,757,578 | |
Issued | | 13,004,326 | |
Exercised | | - | |
Expired | | -15,757,578 | |
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Outstanding - end of year | | 19,004,326 | |
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June 30, 2013: |
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Outstanding - beginning of year | | 18,802,820 | |
Issued | | 16,507,578 | |
Exercised | | - | |
Expired | | -13,552,820 | |
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Outstanding - end of year | | 21,757,578 | |
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At June 30, 2014, all of the 19,004,326 warrants are vested and 13,004,326 warrants expire at various times through June 30, 2016, 1 million warrants expire on June 20, 2015, 2.5 million warrants expire on October 25, 2015, and 2.5 million warrants expire on March 29, 2016. |
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