Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2013 | Feb. 11, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'eCareer Holdings, Inc. | ' |
Entity Central Index Key | '0001332572 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 6,065,099 |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $49,446 | $214,483 |
Prepaid expenses | 64,770 | 189,289 |
Total current assets | 114,216 | 403,772 |
Property and equipment, net | 250,314 | 271,321 |
Other assets | ' | ' |
Intangible assets | 449,042 | 440,749 |
Total other assets | 449,042 | 440,749 |
Total assets | 813,572 | 1,115,842 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 614,893 | 421,688 |
Loan Payable - shareholder | 169,282 | ' |
Loans payable | 383,500 | ' |
Total current liabilities | 1,167,675 | 421,688 |
Stockholders' equity | ' | ' |
Common stock, $0.001 par value, 50,000,000 shares authorized, 9,791,656 and 364,006 shares issued and 9,791,158 and 363,117 shares outstanding, respectively | 9,789 | 362 |
Additional paid-in capital | 10,507,823 | 6,505,602 |
Deficit accumulated during the development stage | -10,793,988 | -5,854,847 |
Subscription receivable | -90,500 | ' |
Non-controlling interest | 12,423 | 43,012 |
Total stockholders' equity (deficit) | -354,103 | 694,154 |
Total liabilities and stockholders' equity | 813,572 | 1,115,842 |
Series A Preferred stock | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.001 par value | 25 | 25 |
Series B Preferred stock | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.001 par value | $325 | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 9,791,656 | 364,006 |
Common stock, shares outstanding | 9,791,158 | 363,117 |
Series A Preferred stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 25,013 | 25,013 |
Preferred stock, shares outstanding | 25,013 | 25,013 |
Series B Preferred stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 325,968 | 0 |
Preferred stock, shares outstanding | 325,968 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Revenue | $19,671 | ' | $30,682 | ' | $39,774 |
Operating expenses | ' | ' | ' | ' | ' |
Advertising and marketing | 207,844 | 106,743 | 431,604 | 135,375 | 1,086,875 |
Salaries and benefits | 291,168 | 286,509 | 639,451 | 412,117 | 2,280,865 |
Professional and consulting fees | 242,827 | 425,928 | 564,211 | 622,900 | 3,446,999 |
General and administrative | 174,839 | 115,958 | 326,977 | 196,865 | 1,060,879 |
General and administrative expenses - related parties | ' | ' | ' | ' | 142,900 |
Total operating expenses | 916,678 | 935,138 | 1,962,243 | 1,367,257 | 8,018,518 |
Loss from operations | -897,007 | -935,138 | -1,931,561 | -1,367,257 | -7,978,744 |
Interest Income (Expense), Net | 1,723 | 294 | -14,251 | 1,161 | 1,723 |
Loss on sale of available-for-sale marketable securities | ' | ' | ' | ' | -23,702 |
Net loss | -895,284 | -934,844 | -1,945,812 | -1,366,096 | -8,000,723 |
Less: Net loss attributable to non-controlling interest | -80,320 | ' | 30,589 | ' | 230,653 |
Net loss attributable to eCareer Holdings, Inc. | ($975,604) | ($934,844) | ($1,915,223) | ($1,366,096) | ($7,770,070) |
Net loss per share - basic and fully diluted (in dollars per share) | ($0.14) | ($3.01) | ($0.29) | ($4.55) | ($7.28) |
Weighted average number of common shares outstanding during the period - basic and fully diluted (in shares) | 7,104,068 | 310,710 | 6,711,534 | 300,093 | 1,067,053 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock A | Preferred Stock B | Common Stock | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Subscriptions Receivable | Non-controlling Interest | Total | |
Balance at Oct. 13, 2009 | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | $89 | $4,186 | ' | ' | ' | $4,275 | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) (in shares) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | 89,112 | ' | ' | ' | ' | ' | |
Net loss | ' | ' | ' | ' | -4,407 | ' | ' | -4,407 | |
Balance at Jun. 30, 2010 | ' | ' | 89 | 4,186 | -4,407 | ' | ' | -132 | |
Balance (in shares) at Jun. 30, 2010 | ' | ' | 89,112 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | |
Direct offering costs | ' | ' | ' | -26,803 | ' | ' | ' | -26,803 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) | ' | ' | 3 | 102,098 | ' | -2,500 | ' | 99,601 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) (in shares) | ' | ' | 3,431 | ' | ' | ' | ' | ' | |
Net loss | ' | ' | ' | ' | -227,087 | ' | ' | -227,087 | |
Balance at Jun. 30, 2011 | ' | ' | 92 | 79,481 | -231,494 | -2,500 | ' | -154,421 | |
Balance (in shares) at Jun. 30, 2011 | ' | ' | 92,543 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | 8 | 248,640 | ' | ' | ' | 248,648 | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) (in shares) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | 7,765 | ' | ' | ' | ' | ' | |
Direct offering costs | ' | ' | ' | -502,119 | ' | ' | ' | -502,119 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) | ' | ' | 180 | 3,817,525 | ' | -354,000 | ' | 3,463,705 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) (in shares) | ' | ' | 180,383 | ' | ' | ' | ' | ' | |
Receipt of cash for subscriptions receivable | ' | ' | ' | ' | ' | 2,500 | ' | 2,500 | |
Issuance of series A preferred stock for services ($0.716/share) - related party | 100 | ' | ' | 71,500 | ' | ' | ' | 71,600 | |
Issuance of series A preferred stock for services ($0.716/share) - related party (in shares) | 100,000 | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock for direct offering costs ($31/share - post reverse split) | ' | ' | 3 | -3 | ' | ' | ' | ' | |
Issuance of common stock for direct offering costs ($31/share - post reverse split) (in shares) | ' | ' | 3,127 | ' | ' | ' | ' | ' | |
Net loss | ' | ' | ' | ' | -1,960,194 | ' | ' | -1,960,194 | |
Balance at Jun. 30, 2012 | 100 | ' | 283 | 3,715,024 | -2,191,688 | -354,000 | ' | 1,169,719 | |
Balance (in shares) at Jun. 30, 2012 | 100,000 | ' | 283,818 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of subsidiary common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | ' | 449,500 | ' | ' | ' | 449,500 | |
Issuance of common stock for services ($16 - $36/share - post reverse split)- June 31,2013 ($14 - $36/share - post reverse split) - Sept 30, 2013 | ' | ' | ' | 1,665 | ' | ' | ' | 1,665 | |
Issuance of common stock for services ($16 - $36/share - post reverse split) (in shares) | ' | ' | 261 | ' | ' | ' | ' | ' | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | 1 | 37,020 | ' | ' | ' | 37,021 | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) (in shares) ($14 - $36/share - post reverse split) Sept 30, 2013 | ' | ' | 1,107 | ' | ' | ' | ' | ' | |
Direct offering costs | ' | ' | ' | -435,041 | ' | ' | ' | -435,041 | |
Issuance of subsidiary common stock for services ($25 to $35/share - post reverse split) | ' | ' | ' | 3,854 | ' | ' | ' | 3,854 | |
Issuance of common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | 56 | 2,079,821 | ' | -666,000 | ' | 1,413,877 | |
Issuance of common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) (in shares) | ' | ' | 55,757 | ' | ' | ' | ' | ' | |
Issuance of subsidiary common stock for cash and subscriptions receivable ($24 - $48/share - post reverse split) | ' | ' | ' | 8,000 | ' | ' | ' | 8,000 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) | ' | ' | 41 | 1,286,509 | ' | -50,300 | ' | 1,236,250 | |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share), ($12 - $48/share), ($24 - $48/share) for June 30, 2011, June 30, 2012, June 30, 2013 respectively (post reverse split) (in shares) | ' | ' | 40,601 | ' | ' | ' | ' | ' | |
Receipt of cash for subscriptions receivable | ' | ' | ' | ' | ' | 892,800 | ' | 892,800 | |
Net loss - July 1, 2012 to April 11, 2013 | ' | ' | ' | ' | -2,736,880 | ' | ' | -2,736,880 | |
Segregation of non-controlling interest in subsidiary on reverse capitalization | ' | ' | -58 | -243,018 | ' | ' | 243,076 | ' | |
Segregation of non-controlling interest in subsidiary on reverse capitalization (in shares) | ' | ' | -57,878 | ' | ' | ' | ' | ' | |
Issuance of common stock in reverse recapitalization | ' | ' | 39 | -459,531 | ' | 177,500 | ' | -281,992 | |
Issuance of common stock in reverse recapitalization (in shares) | ' | ' | 39,451 | ' | ' | ' | ' | ' | |
Exchange of subsidiary preferred stock for ECHI preferred stock | -75 | ' | ' | 75 | ' | ' | ' | ' | |
Exchange of subsidiary preferred stock for ECHI preferred stock (in shares) | -74,987 | ' | ' | ' | ' | ' | ' | ' | |
Direct offering costs | ' | ' | ' | -83,776 | ' | ' | ' | -83,776 | |
Receipt of cash for subsidiary's subscriptions receivable | ' | ' | ' | 145,500 | ' | ' | ' | 145,500 | |
Net loss - April 12, 2013 to June 30, 2013 | ' | ' | ' | ' | -926,279 | ' | -200,064 | -1,126,343 | |
Balance at Jun. 30, 2013 | 25 | ' | 362 | 6,505,602 | -5,854,847 | ' | 43,012 | 694,154 | |
Balance (in shares) at Jun. 30, 2013 | 25,013 | ' | 363,117 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of subsidiary common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | ' | 278,351 | ' | ' | ' | 278,351 | |
Issuance of Subsidiary common stock on exercise of warrants | ' | ' | ' | 353,750 | ' | ' | ' | 353,750 | |
Issuance of common stock upon exercise of warrants | ' | ' | 461 | 410,539 | ' | -90,500 | ' | 320,500 | |
Issuance of common stock upon exercise of warrants (in shares) | ' | ' | 460,585 | ' | ' | ' | ' | ' | |
Issuance of common stock for services ($16 - $36/share - post reverse split)- June 31,2013 ($14 - $36/share - post reverse split) - Sept 30, 2013 | ' | ' | 55 | 7,610 | ' | ' | ' | 7,665 | |
Issuance of common stock for services ($16 - $36/share - post reverse split) (in shares) | ' | ' | 55,391 | ' | ' | ' | ' | ' | |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) ($14 - $36/share - post reverse split) Sept 30, 2013 | [1] | ' | ' | ' | ' | ' | ' | ' | 6 |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split), ($14 - $36/share), for June 30, 2010, June 30, 2012 respectively, ($14 - $36/share), ($16 - $36/share) June 30, 2013 (post reverse split) (in shares) ($14 - $36/share - post reverse split) Sept 30, 2013 | [1] | ' | ' | ' | ' | ' | ' | ' | 43 |
Direct offering costs | ' | ' | ' | -198,961 | ' | ' | ' | -198,961 | |
Issuance of common stock in exchange for subsidiary common stock | ' | ' | 3,125 | -3,125 | ' | ' | ' | ' | |
Issuance of common stock in exchange for subsidiary common stock (in shares) | ' | ' | 3,125,103 | ' | ' | ' | ' | ' | |
Issuance of convertible series B preferred stock as a dividend | ' | 434 | ' | 3,006,681 | -3,007,115 | ' | ' | ' | |
Issuance of convertible series B preferred stock as a dividend (in shares) | ' | 434,554 | ' | ' | ' | ' | ' | ' | |
Issuance of common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | 236 | 136,014 | ' | ' | ' | 136,250 | |
Issuance of common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) (in shares) | ' | ' | 236,250 | ' | ' | ' | ' | ' | |
Issuance of common stock dividend | ' | ' | 121 | 16,682 | -16,803 | ' | ' | ' | |
Issuance of common stock dividend (in shares) | ' | ' | 121,412 | ' | ' | ' | ' | ' | |
Issuance of common stock upon conversion of series B preferred stock | ' | -109 | 5,429 | -5,320 | ' | ' | ' | ' | |
Issuance of common stock upon conversion of series B preferred stock (in shares) | ' | -108,586 | 5,429,300 | ' | ' | ' | ' | 108,586 | |
Net loss | ' | ' | ' | ' | -1,915,223 | ' | -30,589 | -1,945,812 | |
Balance at Dec. 31, 2013 | $25 | $325 | $9,789 | $10,507,823 | ($10,793,988) | ($90,500) | $12,423 | ($354,103) | |
Balance (in shares) at Dec. 31, 2013 | 25,013 | 325,968 | 9,791,158 | ' | ' | ' | ' | ' | |
[1] | Valuation is based upon an unrelated third party report. |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) (USD $) | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
Preferred Stock A | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | |
Maximum | Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | Minimum | Maximum | Minimum | |||||||
Issuance of common stock for services per share | $0.72 | ' | $0.05 | ' | ' | $36 | $36 | $36 | ' | $14 | $14 | $14 | ' | ' | ' | ' |
Issuance price of units per share | ' | ' | ' | ' | ' | ' | $48 | $48 | $48 | ' | $24 | $12 | $24 | ' | ' | ' |
Equity issuance per share amount for cash services and direct offering cost | ' | ' | ' | ' | $31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuance of common stock and warrants for cash and subscriptions receivable per share | ' | $48 | ' | $48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issuance of subsidiary, per share amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $48 | $24 |
Shares issuance of subsidiary common stock and warrants for cash and subscriptions receivable per share | ' | $48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $48 | ' | ' |
Equity issuance per share amount for services | ' | ' | ' | ' | ' | $36 | $36 | ' | ' | $14 | $16 | ' | ' | ' | ' | ' |
Equity issuance of subsidiary per share amount for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35 | $25 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 6 Months Ended | 51 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($1,945,812) | ($1,366,096) | ($8,000,723) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 32,479 | 22,954 | 85,855 |
Amortization | 17,561 | ' | 33,014 |
Stock issued for services - common stock | 7,665 | 22,083 | 303,128 |
Stock issued for services - preferred stock - related party | ' | ' | 71,600 |
Loss on sale of available-for-sale marketable securities | ' | ' | 23,702 |
Deposit on future acquisition | ' | -60,000 | ' |
Deposits | ' | -4,706 | ' |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 124,519 | 44,019 | -64,770 |
Deposit on future acquisition | ' | ' | ' |
Accounts payable and accrued liabilities | 193,205 | -83,846 | 614,893 |
Net cash used in operating activities | -1,570,383 | -1,425,592 | -6,933,301 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of available-for-sale securities | ' | ' | 48,080 |
Purchases of intangible assets | -25,854 | -229,993 | -482,056 |
Purchases of property and equipment | -11,472 | -180,794 | -336,169 |
Net cash used in investing activities | -37,326 | -410,787 | -770,145 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from shareholder loan payable | ' | ' | 329,716 |
Repayment of shareholder loan payable | ' | ' | -232,216 |
Proceeds for exercise of warrants | 320,500 | ' | 320,500 |
Proceeds from loan payable | 652,782 | ' | 483,500 |
Repayment of loan payable | -100,000 | ' | -100,000 |
Proceeds from sale of common stock | 136,250 | 1,426,049 | 7,847,983 |
Cash consideration for reverse recapitalization | ' | ' | -281,992 |
Proceeds from sale of subsidiary common stock and warrants | 632,101 | ' | 632,101 |
Payment of offering costs | -198,961 | -215,435 | -1,246,700 |
Net cash provided by financing activities | 1,442,672 | 1,210,614 | 7,752,892 |
Net (decrease) increase in cash and cash equivalents | -165,037 | -625,765 | 49,446 |
Cash and cash equivalents - beginning of year/period | 214,483 | 1,083,571 | ' |
Cash and cash equivalents - end of period | 49,446 | 457,806 | 49,446 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' | ' |
Payment of taxes | ' | ' | ' |
Payment of interest | ' | ' | ' |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Exchange of subsidiary preferred stock for ECHI preferred stock | ' | ' | 75 |
Subscription receivable | ' | 363,000 | 90,500 |
Stock issued for services - preferred stock - related party | ' | ' | 71,600 |
Creation of non-controlling interest in reverse capitalization | ' | ' | 243,076 |
Stock issued for services - common stock | 7,665 | ' | 303,128 |
Exchange of subsidiary stock for ECHI common stock | 3,125 | ' | 3,125 |
Issuance of common stock dividend | 16,803 | ' | 16,803 |
Issuance of series B preferred stock as a dividend | 3,007,115 | ' | 3,007,115 |
Conversion of series B preferred stock for common stock | 5,320 | ' | 5,320 |
Shares issued for direct offering costs | ' | ' | ' |
Shareholder advance of marketable securities | ' | ' | $71,782 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 6 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Nature of Operations | ' |
Note 1 – Organization and Nature of Operations | |
eCareer Holdings Inc. (“the Company,” “we,” “us,” “our,” and/or “ECHI”) was incorporated under the laws of the State of Nevada on March 24, 2005, as Barossa Coffee Company, Inc. The Company changed its name from Barossa Coffee Company, Inc. to eCareer Holdings, Inc., in connection with the acquisition of eCareer, Inc. on April 11, 2013. The Company is headquartered in Boca Raton, Florida. | |
The Company’s fiscal year end is June 30. | |
Acquisition of Barossa Coffee Company, Inc. as a Reverse Recapitalization | |
As initially reported in our current report on Form 8-K filed on August 30, 2012, on that date, Barossa Coffee Company, Inc., a shell company and Nevada corporation (“BCCI”), entered into an Agreement and Plan of Reorganization (the “Exchange Agreement”) with certain principal stockholders of BCCI (collectively, the “Principal BCCI Stockholders”), eCareer, Inc., a Florida corporation (“ECI”), and the consenting owners of 84.73% of the outstanding shares of common stock of ECI. | |
The agreement provided for BCCI to acquire all of the issued and outstanding shares of common stock of ECI in exchange for a total of 4,260,690 shares of common stock of BCCI. After the parties agreed to extend the date of closing, the transactions contemplated by the Exchange Agreement closed on April 11, 2013, whereupon BCCI acquired 15,570,077 shares of ECI, representing 84.73% of ECI’s issued and outstanding common stock, in exchange for 3,894,668 restricted shares of newly issued common stock of BCCI—an exchange ratio of 0.250138 newly issued shares of BCCI common stock for every one share of ECI common stock. The 3,894,668 restricted shares of BCCI common stock issued to former ECI stockholders at closing represents 89.2% of the issued and outstanding common stock of BCCI. | |
Pursuant to the Exchange Agreement, as extended, ECI paid a total of $245,000 cash to BCCI in seven scheduled payments, including a final payment of $165,000 which was made at closing. Contemporaneously, BCCI used $215,000 of the $245,000 to redeem and cancel 4,260,690 shares of its pre-exchange common stock from the Principal BCCI Stockholders. BCCI used the remaining $30,000 to pay certain consultants for services rendered. In connection with the parties’ agreement to extend the closing date of the Exchange Agreement, ECI also paid total extension penalties to BCCI as of closing of $37,539. | |
As a result of the transactions effected by the Exchange Agreement, for financial statement reporting purposes, the exchange has been treated as a reverse acquisition with ECI deemed the accounting acquirer and BCCI deemed the accounting acquiree. The reverse acquisition is deemed a capital transaction and the assets and liabilities of ECI are carried forward to the Company at their carrying value before the acquisition. The equity of the Company is the historical equity of ECI retroactively restated to reflect the number of shares issued by ECI using the capital structure of BCCI. Upon the closing of the Exchange Agreement, ECI became the operating company and BCCI abandoned all of its previous business operations and plans, with the business of ECI now being the Company’s sole business. Accordingly, these financial statements present the operations only of ECI from inception through the date of the exchange (April 11, 2013) and on a consolidated basis for ECHI and ECI after the exchange, and the resulting non-controlling interest in ECI. All intra-company transactions have been eliminated on consolidation. | |
The Company is a provider of niche career websites designed to brand client companies to active and passive candidates within each niche. Site features include: industry news, social media groups, niche-specific content, webinars, events, training programs and industry statistics. Access to the sites is free to users, and revenues are generated through advertising, resume searches, and job board functions. The Company’s first site, Openreq™, was launched January 1, 2013. | |
Reverse Stock Split | |
On June 3, 2013, the Company filed a Certificate of Change with the Nevada Secretary of State, to affect a one-for-twelve (1:12) reverse split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split was effective in the market on June 25, 2013. Every 12 shares of common stock outstanding were combined, converted and changed into one share of common stock. All share and per share amounts in these financial statements have been restated to give effect to the reverse stock split. |
Going_Concern
Going Concern | 6 Months Ended |
Dec. 31, 2013 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
Note 2 – Going Concern | |
As reflected in the accompanying financial statements, since inception the Company has incurred a net loss of approximately $8 million and net cash used in operations of approximately $6.9 million. As of December 31, 2013, the Company has a working capital deficit of approximately $1.1 million. | |
The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities. In addition, the Company is in the development stage and has generated insignificant revenue since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability of the Company to continue operations is dependent on the success of Management’s plans, which include the raising of capital through either the issuance of equity or debt securities, until such time that funds provided by operations are sufficient to fund working capital requirements. | |
The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. Our current negative cash flow from operations is approximately $262,000 per month. The Company believes its current available cash along with anticipated revenue may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||
Note 3 – Summary of Significant Accounting Policies | |||||||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is our opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | |||||||||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2013 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended June 30, 2013 and 2012. The financial information as of June 30, 2013 is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended June 30, 2013. The interim results for the six months ended December 31, 2013 are not necessarily indicative of the results to be expected for the year ending June 30, 2014 or for any future interim periods. | |||||||||||||||||||||
Expense Classifications | |||||||||||||||||||||
The income statement has been expanded to reflect categories of expense that the Company deems to be important to the understanding of operations. | |||||||||||||||||||||
Development Stage | |||||||||||||||||||||
The Company’s consolidated financial statements are presented as those of a development stage company. Activities during the development stage primarily include implementing the business plan and obtaining additional equity related financing. | |||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. | |||||||||||||||||||||
Such estimates and assumptions impact, among others, the following: valuation and potential impairment associated with intangible assets and estimates pertaining to the valuation allowance for deferred tax assets due to continuing, and expected future operating losses. | |||||||||||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates, and those differences could be material. | |||||||||||||||||||||
Risks and Uncertainties | |||||||||||||||||||||
The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. | |||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
The Company maintains cash balances at a single financial institution. The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. Cash equivalents consisted of money market funds totaling $49,446 and $214,483 at December 31, 2013 and June 30, 2013, respectively. | |||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||
Property and equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||||||||||||||
Depreciation is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: | |||||||||||||||||||||
Asset | Life / Years | ||||||||||||||||||||
Equipment | 7-May | ||||||||||||||||||||
Furniture and fixtures | 5 | ||||||||||||||||||||
Computer software | 5 | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or the term of the lease | ||||||||||||||||||||
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the six months ended December 31, 2013 and December 31, 2012, and since inception. | |||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||
The Company’s intangible assets consist of website development costs and domain names. | |||||||||||||||||||||
The Company accounts for website development costs in accordance with Accounting for Website Development Costs, wherein website development costs are segregated into three activities: | |||||||||||||||||||||
1) | Initial stage (planning), whereby the related costs are expensed. | ||||||||||||||||||||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||||||||||||||||||||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||||||||||||||||||||
Amortization is provided utilizing the straight-line method over the three year estimated useful lives of these assets. | |||||||||||||||||||||
Domain names are not being amortized as they are determined to have indefinite lives. | |||||||||||||||||||||
Intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairment charges taken during the six months ended December 31, 2013 and December 31, 2012, and since inception. | |||||||||||||||||||||
Revenue Recognition — The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of service has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is recognized net of customer discounts ratably over the service period. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from the following sources: | |||||||||||||||||||||
Talent acquisition package revenues are derived from the sale, to recruiters and employers, of a combination of talent packages and access to a searchable database of candidates on the Openreq.com website. Certain of the Company’s arrangements include multiple deliverables, which consist of the ability to post jobs and access to a searchable database of candidates. The Company determines the units of accounting for multiple element arrangements in accordance with the Multiple-Deliverable Revenue Arrangements subtopic of the FASB ASC. Specifically, the Company will consider a delivered item as a separate unit of accounting if it has value to the customer on a standalone basis. The Company’s arrangements do not include a general right of return. Services to customers buying a package of available talent packages and access to the database are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. The separation of the package into two deliverables results in no change in revenue recognition since delivery of the two services occurs over the same time period. | |||||||||||||||||||||
Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time the newsletter campaign is sent to its registered members. | |||||||||||||||||||||
Advertising and Marketing Expense | |||||||||||||||||||||
The Company’s policy is to expense advertising and marketing costs as incurred. Advertising and marketing expenses are as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | December 31, | |||||||||||||||||
2013 | |||||||||||||||||||||
Advertising | $ | 55,729 | $ | 7,962 | $ | 33,496 | $ | 7,782 | $ | 113,374 | |||||||||||
Marketing | 375,875 | 127,413 | 174,348 | 98,961 | 973,501 | ||||||||||||||||
$ | 431,604 | $ | 135,375 | $ | 207,844 | $ | 106,743 | $ | 1,086,875 | ||||||||||||
Income Taxes | |||||||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary. | |||||||||||||||||||||
Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company’s deferred tax assets, which increase income tax expense in the period when such a determination is made. | |||||||||||||||||||||
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations. There were no unrecognized tax benefits for the six months period ended December 31, 2013 and 2012, and from October 13, 2009 (Inception) to December 31, 2013. | |||||||||||||||||||||
Share Based Payment Arrangements | |||||||||||||||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. As shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum or monthly price observations have been utilized, as the use of daily price observations could be artificially inflated because of a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||||||||||||
Net Loss Per Share | |||||||||||||||||||||
Basic earnings per share (“EPS”) is computed by dividing the net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of warrants) and convertible debt or convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. | |||||||||||||||||||||
The Company had the following potential common stock equivalents: | |||||||||||||||||||||
31-Dec-13 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants – ECI | 209 | 51,706 | |||||||||||||||||||
Common stock warrants - ECHI | 63,170 | 16,475 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 434 | 890 | |||||||||||||||||||
Total common stock equivalents | 63,813 | 69,549 | |||||||||||||||||||
Fair Market Value of Financial Instruments | |||||||||||||||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||||||||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||||||||||||||
Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||||||||
Level 2 – Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||||||
Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||||||||||||||
The Company’s financial instruments consist primarily of prepaid expenses, accounts payable, accrued liabilities, and loans payable. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of December 31, 2013 and June 30, 2013, respectively due to the short-term nature of these instruments and the Company’s borrowing rate of interest. | |||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
There are no new accounting pronouncements that have had a material impact on the Company’s financial statements. |
Prepaid_Expenses
Prepaid Expenses | 6 Months Ended |
Dec. 31, 2013 | |
Prepaid Expenses [Abstract] | ' |
Prepaid expenses | ' |
Note 4 – Prepaid Expenses | |
Prepaid expenses consist of professional fees and subscription fees. Prepaid expenses are being amortized over the expected period of benefit. |
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||
Note 5 – Property and Equipment | |||||||||||||||||||||
Property and equipment consist of the following: | |||||||||||||||||||||
December 31, 2013 | June 30, 2013 | ||||||||||||||||||||
Equipment | $ | 172,348 | $ | 169,204 | |||||||||||||||||
Furniture & Fixtures | 72,118 | 72,118 | |||||||||||||||||||
Leasehold Improvements | 76,470 | 68,142 | |||||||||||||||||||
Computer Software | 3,000 | 3,000 | |||||||||||||||||||
Less: Accumulated Depreciation | (73,622 | ) | (41,143 | ) | |||||||||||||||||
$ | 250,314 | $ | 271,321 | ||||||||||||||||||
Depreciation expense for the periods were as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Depreciation expense | $ | 32,479 | $ | 22,954 | $ | 16,466 | $ | 18,314 | $ | 85,855 |
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
Note 6 – Intangible Assets | |||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
December 31, 2013 | June 30, 2013 | ||||||||||||||||||||
Domain names | $ | 298,389 | $ | 298,389 | |||||||||||||||||
Website development costs | 183,667 | 157,813 | |||||||||||||||||||
Less: Accumulated amortization | (33,014 | ) | (15,453 | ) | |||||||||||||||||
$ | 449,042 | $ | 440,749 | ||||||||||||||||||
Amortization expense was as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Amortization expense | $ | 17,561 | $ | 0 | $ | 9,266 | $ | 0 | $ | 33,014 | |||||||||||
Certain of the website development costs totaling approximately $135,000 at December 31, 2013, were placed in service commencing in the fiscal year ended June 30, 2013 through December 31, 2013. Others will be placed in service in future years. | |||||||||||||||||||||
The estimated future amortization expense of in service website development costs for the years ending June 30 are as follows: | |||||||||||||||||||||
Amount | |||||||||||||||||||||
2014 (6 months) | $ | 19,000 | |||||||||||||||||||
2015 | 37,000 | ||||||||||||||||||||
2016 | 46,000 | ||||||||||||||||||||
Total | $ | 102,000 | |||||||||||||||||||
Notes_Payable_Note_11
Notes Payable (Note 11) | 6 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Notes Payable (Note 11) | ' |
Note 7 – Notes Payable (Note 11) | |
The Company has received $300,000 from third parties under promissory notes. The notes bear interest at 10% of the principal amounts ($30,000 per year) with payment of the interest on a quarterly basis over the term of the respective note. Principal is to be paid upon maturity, which range from August to November of 2014. At December 31, 2013 accrued interest amounted to $13,913. | |
Effective December 17, 2013 the Company borrowed from Asher Enterprises, Inc. $83,500, less $3,500 for legal related costs. The note bears interest at 8% per annum from the issuance date (22% per annum default interest rate) and matures December 19, 2014. Commencing 180 days after issuance Asher has the right to convert the note in whole or in part into a variable amount of shares of common stock of the Company at 58% of the average of the lowest 3 closing bids during the 10 trading days prior to the conversion date. On the date the note becomes convertible, the embedded conversion option is to be classified as a liability at its fair value under ASC 815. | |
The Note may be prepaid in whole together with accrued interest during the 180-day period commencing December 17, 2013. In the event that the Company exercises its option to prepay the Note, the Company will be obligated to pay Asher an amount equal to between 110% and 130% of the aggregate of the principal balance and accrued interest. The multiple is dependent upon the date of repayment. | |
The Company is required to reserve shares of common stock, free of preemptive rights, at 5 times the number of shares actually issuable upon full conversion of the Note at the conversion price then in effect. The number of common shares issued upon conversion may not result in beneficial ownership by Asher in excess of 9.99% of the outstanding common shares of the Company, unless waived by Asher with 61 days notice to the Company. |
Stockholders_Equity
Stockholders Equity | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||
Stockholders Equity | ' | ||||||||||||||||||||
Note 8 – Stockholders Equity | |||||||||||||||||||||
Preferred Stock – ECI | |||||||||||||||||||||
As of June 30, 2012, ECI had 1,000,000 shares of Preferred Stock authorized, $0.001 par value per share. In May 2012, 100,000 shares were designated as Series A and were issued to the CEO. The ECI Series A Preferred Stock was valued at $71,600 ($0.72/share) for the fair value of services rendered. | |||||||||||||||||||||
Each of the Preferred Shares entitled the CEO to 500 votes on any matter brought to a vote of the holders of the Company’s common stock, giving him voting control of ECI. | |||||||||||||||||||||
Series A Preferred Stock – Related Party | |||||||||||||||||||||
On May 1, 2013, ECHI issued 25,013 shares of a newly designated series of stock, Series A Preferred Shares, (the “New Series A Preferred Shares”) based upon an exchange ratio of 0.250138 newly issued shares of ECHI Series A Preferred Stock for every one share of ECI Series A Preferred Stock, to the CEO in exchange for the 100,000 ECI Series A Preferred Shares owned by the CEO. | |||||||||||||||||||||
Each of the New Preferred Shares entitles the CEO to 500 votes on any matter brought to a vote of the holders of the Company’s common stock, giving him 12,506,500 votes, not including additional votes he has through his ownership of shares of the Company’s common stock. Accordingly, the CEO has voting control of the Company. | |||||||||||||||||||||
Series A Preferred Stock has the following provisions: | |||||||||||||||||||||
● | Voting rights entitling the holder to 500 votes per share, which give the CEO voting control of the Company, | ||||||||||||||||||||
● | Non-convertible, | ||||||||||||||||||||
● | No rights to dividends, | ||||||||||||||||||||
● | No liquidation value, | ||||||||||||||||||||
● | Non-participating | ||||||||||||||||||||
● | Non-cumulative, | ||||||||||||||||||||
● | No put option; and | ||||||||||||||||||||
● | Non-redeemable. | ||||||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||||||
On July 26, 2013, the Company distributed a stock dividend to its common stockholders, whereby one restricted share of Series B Convertible Preferred Stock was issued for every one share of common stock held by ECHI stockholders, a total of 434,554 Series B Convertible Preferred shares. Each share of Series B Convertible Preferred Stock is convertible by the shareholder into 50 shares of common stock, will participate in any dividends declared by the Company for common stock on an as-if-converted-to-common stock basis, and may only vote on matters with respect to the Series B Convertible Preferred Stock on a non-cumulative basis, and subject to applicable restrictions. The fair value of these shares was determined to be $6.92 per share resulting in a dividend amounting to $3,007,114. As of December 31, 2013, 108,586 Series B Preferred Shares were converted into 5,429,300 shares of Common Stock (Note 11). | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
ECI issued the following shares of common stock from October 13, 2009 (Inception) through June 30, 2010: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Services – related parties (1) | 89,112 | $ | 4,275 | ||||||||||||||||||
ECI issued the following shares of common stock for the year ended June 30, 2011: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Cash – third parties | 3,431 | $ | 102,101 | ||||||||||||||||||
Of the shares sold for cash, $2,500 related to a subscription receivable, which ECI collected in fiscal 2012. | |||||||||||||||||||||
ECI issued the following shares of common stock for the year ended June 30, 2012: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Cash – related party | 68,788 | $ | 950,000 | ||||||||||||||||||
Cash – third parties | 111,595 | 2,867,705 | |||||||||||||||||||
Direct offering costs – third parties (2) | 3,127 | 96,000 | |||||||||||||||||||
Services – related party (2) | 1,668 | 60,000 | |||||||||||||||||||
Services – third parties (1) | 5,836 | 182,199 | |||||||||||||||||||
Services – third parties (1) | 261 | 6,449 | |||||||||||||||||||
191,275 | $ | 4,162,353 | |||||||||||||||||||
Of the shares sold for cash, $354,000 related to subscriptions receivable, which ECI collected subsequent to June 30, 2012. | |||||||||||||||||||||
-1 | Valuation was based upon the average cash price paid by third parties ranging from $.30 to $.75 of pre-reverse split prices, for common stock of ECI during the 30 day period preceding the service performance, as ECI was not yet traded publicly this represented the best evidence of fair value. | ||||||||||||||||||||
-2 | In 2012, $96,000 of these costs was paid in shares of common stock, resulting in a net adjustment to equity of $0. These shares were valued at $.64 of pre-reverse split prices. | ||||||||||||||||||||
The following is a summary of the Company’s and ECI’s restricted stock grants that are subject to vesting and forfeiture. Recognition and valuation of share-based payments occurs as services are received and are earned proportionately over a two-year term. Unvested, forfeitable shares are accounted for as unissued until vesting occurs. | |||||||||||||||||||||
Quantity | Vesting Schedule as of June 30, | ||||||||||||||||||||
Date of Grant | Granted | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||
Feb. 2012 | 521 | 87 | 261 | 173 | 0 | ||||||||||||||||
Mar. 2012 | 1042 | 130 | 521 | 391 | 0 | ||||||||||||||||
May-12 | 564 | 43 | 521 | 0 | 0 | ||||||||||||||||
Sept. 2012 | 521 | 0 | 195 | 261 | 65 | ||||||||||||||||
2, 648 | 260 | 1,498 | 825 | 65 | |||||||||||||||||
ECI issued the following shares of common stock for the period July 1, 2012 to April 11, 2013: | |||||||||||||||||||||
Quantity | Quantity | ||||||||||||||||||||
Transaction Type | Stock | Warrants | Valuation | ||||||||||||||||||
Cash – third parties (1) | 96,358 | 55,757 | $ | 3,366,427 | |||||||||||||||||
Services – third parties (2) | 1,107 | — | 37,021 | ||||||||||||||||||
97,465 | 55,757 | $ | 3,403,448 | ||||||||||||||||||
-1 | Commencing in December 2012, ECI issued shares and warrants as a unit under a private placement memorandum. Each unit was offered at a price of $1.00 per Unit. Each Unit consisted of one share of common share and one common stock purchase warrant, entitling the holder to purchase one share of common stock at $1.00 per share. The purchase price was recorded at par for the common stock and additional paid-in capital was allocated between the prorated fair value of the common stock and the warrant. The warrants are exercisable through December 31, 2015. Effective October 1, 2013 ECI concluded its private placement memorandum and all outstanding warrants of consented shareholders were converted into ECHI. The exercise price of the warrants remains at a $1.00 per share. | ||||||||||||||||||||
-2 | Valuation was based upon the average cash price paid by third parties for common stock during the 30-day period preceding the service performance, since the Company was not yet traded publicly; this represented the best evidence of fair value. | ||||||||||||||||||||
From April 12, 2013, through June 30, 2013, ECI issued common stock for cash in the amount of $457,500, and $3,854 for services rendered by third parties. | |||||||||||||||||||||
On April 11, 2013 the Company issued 324,556 shares of its common stock to the majority of the shareholders of ECI in connection with the reverse capitalization and cancelled and retired 4,260,690 pre-split shares owned by certain Barossa shareholders. The non-consenting shareholders of ECI that did not convert their shares to ECHI shares became non-controlling interests of ECI and their 57,878 shares were removed from the Company’s outstanding stock. This resulted in an increase of 39,451 post split shares of ECHI. | |||||||||||||||||||||
From July 1, 2013 through December 31, 2013, ECI issued common stock for cash in the amount of $633,100. | |||||||||||||||||||||
ECI is currently a majority owned subsidiary of the Company. In September 2013, the Company’s Board of Directors approved an offering to the remaining stockholders of ECI to exchange their shares of ECI for shares of ECHI on a one-for-one basis. Certain ECI shareholders were also given the option to rescind their stock subscriptions for a refund of the full amount of all monies paid under their subscription. The offers to exchange or rescind expired December 15, 2013, as extended. Through December 31, 2013, 3,125,103 shares of ECI have been exchanged for the same amount of shares of ECHI. (Note 11). | |||||||||||||||||||||
From April 12, 2013 through June 30, 2013, 261 the Company issued common shares for services vested with a value of $1,665. | |||||||||||||||||||||
From July 1, 2013 through December 31, 2013 the Company issued the following shares of common stock: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Exercise of warrants | 460,585 | $ | 411,000 | ||||||||||||||||||
Exchange for ECI common stock | 3,125,103 | 0 | |||||||||||||||||||
Issued for cash | 236,250 | 136,250 | |||||||||||||||||||
Issuance of common stock dividend | 121,412 | 16,803 | |||||||||||||||||||
Conversion of Series B Preferred stock | 5,429,300 | 0 | |||||||||||||||||||
Services – third parties (1) | 55,591 | 7,665 | |||||||||||||||||||
9,248,041 | $ | 571,718 | |||||||||||||||||||
In November 2013, the Board of Directors determined that all outstanding warrants held by ECI shareholders that consent to conversion into ECHI stock and warrants during the quarter ending December 31, 2013 would convert into warrants of ECHI, Retro-Active to October 1, 2013. | |||||||||||||||||||||
In November 2013, the Company issued a common stock dividend to the ECI shareholders in an amount equivalent to the number of shares of ECHI that these shareholders would have received had they been shareholders of ECHI on April 11, 2013 (the “Record Date”). | |||||||||||||||||||||
ECI and the Company paid direct offering costs since inception in the aggregate of $1,246,700, associated with capital raising activities. |
Commitment_and_Contingencies
Commitment and Contingencies | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||
Commitment and Contingencies | ' | ||||||||||||||||||||
Note 9 – Commitment and Contingencies | |||||||||||||||||||||
The Company executed an operating lease for office space in September 2012 expiring in January 2016. In August 2013, this lease was amended to add additional space to accommodate the Company’s growth, and expires in September 2018. | |||||||||||||||||||||
At December 31, 2013, the future rental commitments are approximately as follows: | |||||||||||||||||||||
Year ending June 30, | |||||||||||||||||||||
Amount | |||||||||||||||||||||
2014 (6 months) | $ | 25,000 | |||||||||||||||||||
2015 | 51,000 | ||||||||||||||||||||
2016 | 53,000 | ||||||||||||||||||||
2017 | 55,000 | ||||||||||||||||||||
2018 | 56,000 | ||||||||||||||||||||
Thereafter | 77, 000 | ||||||||||||||||||||
Total | $ | 317,000 | |||||||||||||||||||
Rental expenses for the periods were as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Rent expense | $ | 34,577 | $ | 5,712 | $ | 26,704 | $ | 4,596 | $ | 66,680 |
Related_Party_Transaction
Related Party Transaction | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||||
Related Party Transaction | ' | ||||||||||||||||||||
Note 10 – Related Party Transaction | |||||||||||||||||||||
During the six and three month period ended December 31, 2013 and 2012, and from October 13, 2009 (Inception) to December 31, 2013, the Company paid fees to related and former related parties associated with capital raising activities and related consulting fees, as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
Direct Offering Cost | 2013 | 2012 | 2013 | 2012 | December 31, | ||||||||||||||||
2013 | |||||||||||||||||||||
Finder Fees - Related Parties | $ | — | $ | — | $ | — | $ | — | $ | 22,295 | |||||||||||
Finder Fees - Former Related Parties | 131,056 | 102,531 | 55,451 | 39,368 | 796,991 | ||||||||||||||||
During the six and three months ended December 31, 2013 and 2012, and from October 13, 2009 (Inception) to December 31, 2013, the Company paid consulting fees to former and current related parties under agreements with the following provisions: | |||||||||||||||||||||
● | One year term, | ||||||||||||||||||||
● | Flat fee retainer, | ||||||||||||||||||||
● | Additional fees based on expanded services, | ||||||||||||||||||||
● | Services include shareholder relations and business strategy | ||||||||||||||||||||
The consulting fees paid to related party and former related parties are as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
Consulting Fees | 2013 | 2012 | 2013 | 2012 | December 31, | ||||||||||||||||
2013 | |||||||||||||||||||||
Related Parties | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 62, 900 | |||||||||||
Former Related Parties | 146,621 | 173,336 | 68,000 | 120,794 | 1,455,402 |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Subsequent Events [Abstract] | ' | ||||||||
Subsequent Events | ' | ||||||||
Note 11 – Subsequent Events | |||||||||
(A) Common Stock | |||||||||
Subsequent to December 31, 2013, the Company issued the following shares of common stock: | |||||||||
Quantity | |||||||||
Transaction Type | Stock | Valuation | |||||||
Exercise of warrants (1) | 50,000 | $ | 30,000 | ||||||
Services – third parties (2) common stock | 43 | 6 | |||||||
Sale of Common Stock and Warrants | 200,000 | 120,000 | |||||||
250,043 | $ | 150,006 | |||||||
-1 | ECI issued units containing common stock and warrants for $1.00. The warrants have a $1.00 exercise price and expire on December 31, 2015. Each of the warrants in the units that were included in the exchange were converted to ECHI warrants. The Company has reserved shares to cover the possible exercise of the warrants. There are no embedded features in the warrants that would require treatment as a derivative liability. | ||||||||
-2 | Valuation is based upon an unrelated third party report. | ||||||||
(B) Option to Rescind ECI Stock Subscriptions | |||||||||
The Board of Directors is offering the remaining stockholders of ECI to exchange their shares of ECI for shares of ECHI on a one-for-one basis. As of February 11, 2014, the maximum amount of shares of ECI that may be rescinded is approximately 355,000, which could require the Company to pay approximately $206,000. Management believes that the probability of the shareholders rescinding their subscriptions is remote. | |||||||||
(C) Notes Payable | |||||||||
On January 3, 2013, the Company received $100,000 from a third party under a promissory note. The note bears interest at 10% of the principle amount ($10,000) with payment of the interest on a quarterly basis over the term of the note. Principal is to be paid at maturity on November 25, 2014. | |||||||||
Asher Convertible Note | |||||||||
Effective January 28, 2014, the Company borrowed from Asher Enterprises, Inc. $42,500, less $2,500 for legal related costs. The note bears interest at 8% per annum from the issuance date (22% per annum default interest rate) and matures October 30, 2014. Commencing 180 days after issuance Asher has the right to convert the note in whole or in part into a variable amount of shares of common stock of the Company at 58% of the average of the lowest 3 closing bids during the 10 trading days prior to the conversion date. On the date the note becomes convertible, the embedded conversion option is to be classified as a liability at its fair value under ASC 815. | |||||||||
The Note may be prepaid in whole together with accrued interest during the 180-day period commencing January 28, 2013. In the event that the Company exercises its option to prepay the Note, the Company will be obligated to pay Asher an amount equal to between 110% and 130% of the aggregate of the principal balance and accrued interest. The multiple is dependent upon the date of repayment. | |||||||||
The Company is required to reserve shares of common stock, free of preemptive rights, at 5 times the number of shares actually issuable upon full conversion of the Note at the conversion price then in effect. The number of common shares issued upon conversion may not result in beneficial ownership by Asher in excess of 9.99% of the outstanding common shares of the Company, unless waived by Asher with 61 days notice to the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Expense Classifications | ' | ||||||||||||||||||||
Expense Classifications | |||||||||||||||||||||
The income statement has been expanded to reflect categories of expense that the Company deems to be important to the understanding of operations. | |||||||||||||||||||||
Development Stage | ' | ||||||||||||||||||||
Development Stage | |||||||||||||||||||||
The Company’s consolidated financial statements are presented as those of a development stage company. Activities during the development stage primarily include implementing the business plan and obtaining additional equity related financing. | |||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. | |||||||||||||||||||||
Such estimates and assumptions impact, among others, the following: valuation and potential impairment associated with intangible assets and estimates pertaining to the valuation allowance for deferred tax assets due to continuing, and expected future operating losses. | |||||||||||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates, and those differences could be material. | |||||||||||||||||||||
Risks and Uncertainties | ' | ||||||||||||||||||||
Risks and Uncertainties | |||||||||||||||||||||
The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. | |||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
The Company maintains cash balances at a single financial institution. The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. Cash equivalents consisted of money market funds totaling $49,446 and $214,483 at December 31, 2013 and June 30, 2013, respectively. | |||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||
Property and equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||||||||||||||
Depreciation is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: | |||||||||||||||||||||
Asset | Life / Years | ||||||||||||||||||||
Equipment | 7-May | ||||||||||||||||||||
Furniture and fixtures | 5 | ||||||||||||||||||||
Computer software | 5 | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or the term of the lease | ||||||||||||||||||||
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the six months ended December 31, 2013 and December 31, 2012, and since inception. | |||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||
The Company’s intangible assets consist of website development costs and domain names. | |||||||||||||||||||||
The Company accounts for website development costs in accordance with Accounting for Website Development Costs, wherein website development costs are segregated into three activities: | |||||||||||||||||||||
1) | Initial stage (planning), whereby the related costs are expensed. | ||||||||||||||||||||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||||||||||||||||||||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||||||||||||||||||||
Amortization is provided utilizing the straight-line method over the three year estimated useful lives of these assets. | |||||||||||||||||||||
Domain names are not being amortized as they are determined to have indefinite lives. | |||||||||||||||||||||
Intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairment charges taken during the six months ended December 31, 2013 and December 31, 2012, and since inception. | |||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||
Revenue Recognition — The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of service has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is recognized net of customer discounts ratably over the service period. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from the following sources: | |||||||||||||||||||||
Talent acquisition package revenues are derived from the sale, to recruiters and employers, of a combination of talent packages and access to a searchable database of candidates on the Openreq.com website. Certain of the Company’s arrangements include multiple deliverables, which consist of the ability to post jobs and access to a searchable database of candidates. The Company determines the units of accounting for multiple element arrangements in accordance with the Multiple-Deliverable Revenue Arrangements subtopic of the FASB ASC. Specifically, the Company will consider a delivered item as a separate unit of accounting if it has value to the customer on a standalone basis. The Company’s arrangements do not include a general right of return. Services to customers buying a package of available talent packages and access to the database are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. The separation of the package into two deliverables results in no change in revenue recognition since delivery of the two services occurs over the same time period. | |||||||||||||||||||||
Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time the newsletter campaign is sent to its registered members. | |||||||||||||||||||||
Advertising and Marketing Expense | ' | ||||||||||||||||||||
Advertising and Marketing Expense | |||||||||||||||||||||
The Company’s policy is to expense advertising and marketing costs as incurred. Advertising and marketing expenses are as follows: | |||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | December 31, | |||||||||||||||||
2013 | |||||||||||||||||||||
Advertising | $ | 55,729 | $ | 7,962 | $ | 33,496 | $ | 7,782 | $ | 113,374 | |||||||||||
Marketing | 375,875 | 127,413 | 174,348 | 98,961 | 973,501 | ||||||||||||||||
$ | 431,604 | $ | 135,375 | $ | 207,844 | $ | 106,743 | $ | 1,086,875 | ||||||||||||
Income Taxes | ' | ||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary. | |||||||||||||||||||||
Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company’s deferred tax assets, which increase income tax expense in the period when such a determination is made. | |||||||||||||||||||||
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations. There were no unrecognized tax benefits for the six months period ended December 31, 2013 and 2012, and from October 13, 2009 (Inception) to December 31, 2013. | |||||||||||||||||||||
Share Based Payment Arrangements | ' | ||||||||||||||||||||
Share Based Payment Arrangements | |||||||||||||||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. As shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum or monthly price observations have been utilized, as the use of daily price observations could be artificially inflated because of a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||||||
Net Loss Per Share | |||||||||||||||||||||
Basic earnings per share (“EPS”) is computed by dividing the net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of warrants) and convertible debt or convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. | |||||||||||||||||||||
The Company had the following potential common stock equivalents: | |||||||||||||||||||||
31-Dec-13 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants – ECI | 209 | 51,706 | |||||||||||||||||||
Common stock warrants - ECHI | 63,170 | 16,475 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 434 | 890 | |||||||||||||||||||
Total common stock equivalents | 63,813 | 69,549 | |||||||||||||||||||
Fair Market Value of Financial Instruments | ' | ||||||||||||||||||||
Fair Market Value of Financial Instruments | |||||||||||||||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||||||||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||||||||||||||
Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||||||||
Level 2 – Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||||||
Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||||||||||||||
The Company’s financial instruments consist primarily of prepaid expenses, accounts payable, accrued liabilities, and loans payable. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of December 31, 2013 and June 30, 2013, respectively due to the short-term nature of these instruments and the Company’s borrowing rate of interest. | |||||||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
There are no new accounting pronouncements that have had a material impact on the Company’s financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Schedule of property and equipment estimated useful lives | ' | ||||||||||||||||||||
Asset | Life / Years | ||||||||||||||||||||
Equipment | 7-May | ||||||||||||||||||||
Furniture and fixtures | 5 | ||||||||||||||||||||
Computer software | 5 | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or the term of the lease | ||||||||||||||||||||
Schedule of advertising and marketing expenses | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | December 31, | |||||||||||||||||
2013 | |||||||||||||||||||||
Advertising | $ | 55,729 | $ | 7,962 | $ | 33,496 | $ | 7,782 | $ | 113,374 | |||||||||||
Marketing | 375,875 | 127,413 | 174,348 | 98,961 | 973,501 | ||||||||||||||||
$ | 431,604 | $ | 135,375 | $ | 207,844 | $ | 106,743 | $ | 1,086,875 | ||||||||||||
Schedule of potential common stock equivalents | ' | ||||||||||||||||||||
31-Dec-13 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants – ECI | 209 | 51,706 | |||||||||||||||||||
Common stock warrants - ECHI | 63,170 | 16,475 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 434 | 890 | |||||||||||||||||||
Total common stock equivalents | 63,813 | 69,549 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||||||
Schedule of property and equipment | ' | ||||||||||||||||||||
December 31, 2013 | June 30, 2013 | ||||||||||||||||||||
Equipment | $ | 172,348 | $ | 169,204 | |||||||||||||||||
Furniture & Fixtures | 72,118 | 72,118 | |||||||||||||||||||
Leasehold Improvements | 76,470 | 68,142 | |||||||||||||||||||
Computer Software | 3,000 | 3,000 | |||||||||||||||||||
Less: Accumulated Depreciation | (73,622 | ) | (41,143 | ) | |||||||||||||||||
$ | 250,314 | $ | 271,321 | ||||||||||||||||||
Schedule of depreciation expense | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Depreciation expense | $ | 32,479 | $ | 22,954 | $ | 16,466 | $ | 18,314 | $ | 85,855 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of intangible assets | ' | ||||||||||||||||||||
December 31, 2013 | June 30, 2013 | ||||||||||||||||||||
Domain names | $ | 298,389 | $ | 298,389 | |||||||||||||||||
Website development costs | 183,667 | 157,813 | |||||||||||||||||||
Less: Accumulated amortization | (33,014 | ) | (15,453 | ) | |||||||||||||||||
$ | 449,042 | $ | 440,749 | ||||||||||||||||||
Schedule of amortization expense | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Amortization expense | $ | 17,561 | $ | 0 | $ | 9,266 | $ | 0 | $ | 33,014 | |||||||||||
Schedule of estimated future amortization expense of website development costs | ' | ||||||||||||||||||||
Amount | |||||||||||||||||||||
2014 (6 months) | $ | 19,000 | |||||||||||||||||||
2015 | 37,000 | ||||||||||||||||||||
2016 | 46,000 | ||||||||||||||||||||
Total | $ | 102,000 |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||
Schedule of common stock issued to related parties | ' | ||||||||||||||||||||
ECI issued the following shares of common stock from October 13, 2009 (Inception) through June 30, 2010: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Services – related parties (1) | 89,112 | $ | 4,275 | ||||||||||||||||||
ECI issued the following shares of common stock for the year ended June 30, 2011: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Cash – third parties | 3,431 | $ | 102,101 | ||||||||||||||||||
Of the shares sold for cash, $2,500 related to a subscription receivable, which ECI collected in fiscal 2012. | |||||||||||||||||||||
ECI issued the following shares of common stock for the year ended June 30, 2012: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Cash – related party | 68,788 | $ | 950,000 | ||||||||||||||||||
Cash – third parties | 111,595 | 2,867,705 | |||||||||||||||||||
Direct offering costs – third parties (2) | 3,127 | 96,000 | |||||||||||||||||||
Services – related party (2) | 1,668 | 60,000 | |||||||||||||||||||
Services – third parties (1) | 5,836 | 182,199 | |||||||||||||||||||
Services – third parties (1) | 261 | 6,449 | |||||||||||||||||||
191,275 | $ | 4,162,353 | |||||||||||||||||||
Of the shares sold for cash, $354,000 related to subscriptions receivable, which ECI collected subsequent to June 30, 2012. | |||||||||||||||||||||
-1 | Valuation was based upon the average cash price paid by third parties ranging from $.30 to $.75 of pre-reverse split prices, for common stock of ECI during the 30 day period preceding the service performance, as ECI was not yet traded publicly this represented the best evidence of fair value. | ||||||||||||||||||||
-2 | In 2012, $96,000 of these costs was paid in shares of common stock, resulting in a net adjustment to equity of $0. These shares were valued at $.64 of pre-reverse split prices. | ||||||||||||||||||||
ECI issued the following shares of common stock for the period July 1, 2012 to April 11, 2013: | |||||||||||||||||||||
Quantity | Quantity | ||||||||||||||||||||
Transaction Type | Stock | Warrants | Valuation | ||||||||||||||||||
Cash – third parties (1) | 96,358 | 55,757 | $ | 3,366,427 | |||||||||||||||||
Services – third parties (2) | 1,107 | — | 37,021 | ||||||||||||||||||
97,465 | 55,757 | $ | 3,403,448 | ||||||||||||||||||
-1 | Commencing in December 2012, ECI issued shares and warrants as a unit under a private placement memorandum. Each unit was offered at a price of $1.00 per Unit. Each Unit consisted of one share of common share and one common stock purchase warrant, entitling the holder to purchase one share of common stock at $1.00 per share. The purchase price was recorded at par for the common stock and additional paid-in capital was allocated between the prorated fair value of the common stock and the warrant. The warrants are exercisable through December 31, 2015. Effective October 1, 2013 ECI concluded its private placement memorandum and all outstanding warrants of consented shareholders were converted into ECHI. The exercise price of the warrants remains at a $1.00 per share. | ||||||||||||||||||||
-2 | Valuation was based upon the average cash price paid by third parties for common stock during the 30-day period preceding the service performance, since the Company was not yet traded publicly; this represented the best evidence of fair value. | ||||||||||||||||||||
From July 1, 2013 through December 31, 2013 the Company issued the following shares of common stock: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Exercise of warrants | 460,585 | $ | 411,000 | ||||||||||||||||||
Exchange for ECI common stock | 3,125,103 | 0 | |||||||||||||||||||
Issued for cash | 236,250 | 136,250 | |||||||||||||||||||
Issuance of common stock dividend | 121,412 | 16,803 | |||||||||||||||||||
Conversion of Series B Preferred stock | 5,429,300 | 0 | |||||||||||||||||||
Services – third parties (1) | 55,591 | 7,665 | |||||||||||||||||||
9,248,041 | $ | 571,718 | |||||||||||||||||||
Schedule of restricted stock grants | ' | ||||||||||||||||||||
Quantity | Vesting Schedule as of June 30, | ||||||||||||||||||||
Date of Grant | Granted | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||
Feb. 2012 | 521 | 87 | 261 | 173 | 0 | ||||||||||||||||
Mar. 2012 | 1042 | 130 | 521 | 391 | 0 | ||||||||||||||||
May-12 | 564 | 43 | 521 | 0 | 0 | ||||||||||||||||
Sept. 2012 | 521 | 0 | 195 | 261 | 65 | ||||||||||||||||
2, 648 | 260 | 1,498 | 825 | 65 |
Commitment_and_Contingencies_T
Commitment and Contingencies (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of future rental commitments | ' | ||||||||||||||||||||
Year ending June 30, | |||||||||||||||||||||
Amount | |||||||||||||||||||||
2014 (6 months) | $ | 25,000 | |||||||||||||||||||
2015 | 51,000 | ||||||||||||||||||||
2016 | 53,000 | ||||||||||||||||||||
2017 | 55,000 | ||||||||||||||||||||
2018 | 56,000 | ||||||||||||||||||||
Thereafter | 77, 000 | ||||||||||||||||||||
Total | $ | 317,000 | |||||||||||||||||||
Schedule of rental expenses | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 (Inception) to | |||||||||||||||||||
31-Dec | 31-Dec | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 31-Dec-13 | |||||||||||||||||
Rent expense | $ | 34,577 | $ | 5,712 | $ | 26,704 | $ | 4,596 | $ | 66,680 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||||
Schedule of related party transactions | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
Direct Offering Cost | 2013 | 2012 | 2013 | 2012 | December 31, | ||||||||||||||||
2013 | |||||||||||||||||||||
Finder Fees - Related Parties | $ | — | $ | — | $ | — | $ | — | $ | 22,295 | |||||||||||
Finder Fees - Former Related Parties | 131,056 | 102,531 | 55,451 | 39,368 | 796,991 | ||||||||||||||||
Schedule of consulting fees paid to related party | ' | ||||||||||||||||||||
Six Months Ended | Three Months Ended | October 13, 2009 | |||||||||||||||||||
31-Dec | 31-Dec | (Inception) to | |||||||||||||||||||
Consulting Fees | 2013 | 2012 | 2013 | 2012 | December 31, | ||||||||||||||||
2013 | |||||||||||||||||||||
Related Parties | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 62, 900 | |||||||||||
Former Related Parties | 146,621 | 173,336 | 68,000 | 120,794 | 1,455,402 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Subsequent Events [Abstract] | ' | ||||||||
Schedule of shares of common stock and warrants | ' | ||||||||
Quantity | |||||||||
Transaction Type | Stock | Valuation | |||||||
Exercise of warrants (1) | 50,000 | $ | 30,000 | ||||||
Services – third parties (2) common stock | 43 | 6 | |||||||
Sale of Common Stock and Warrants | 200,000 | 120,000 | |||||||
250,043 | $ | 150,006 | |||||||
-1 | ECI issued units containing common stock and warrants for $1.00. The warrants have a $1.00 exercise price and expire on December 31, 2015. Each of the warrants in the units that were included in the exchange were converted to ECHI warrants. The Company has reserved shares to cover the possible exercise of the warrants. There are no embedded features in the warrants that would require treatment as a derivative liability. | ||||||||
-2 | Valuation is based upon an unrelated third party report. |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations (Detail Textuals) (USD $) | 6 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended |
Dec. 31, 2013 | Apr. 11, 2013 | Aug. 30, 2012 | Apr. 11, 2013 | |
Exchange agreement | Exchange agreement | Exchange agreement | ||
ECareer Inc | ECareer Inc | ECareer Inc | ||
Barossa Coffee Company Inc | Barossa Coffee Company Inc | Barossa Coffee Company Inc | ||
Restricted stock | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Number of issued and outstanding common stock shares acquired | ' | 15,570,077 | 4,260,690 | ' |
Percentage of interest acquired | ' | 84.73% | ' | ' |
Number of restricted shares issued | ' | ' | ' | 3,894,668 |
Description of stock exchange ratio related to acquisition | 'one for one | 'An exchange ratio of 0.250138 newly issued shares of BCCI common stock for every one share of ECI common stock. | ' | ' |
Exchange ratio of newly issued shares of BCCI common stock | ' | ' | ' | $0.25 |
Percentage of common stock shares issued to stockholders | ' | ' | ' | 89.20% |
Organization_and_Nature_of_Ope2
Organization and Nature of Operations (Detail Textuals 1) (Exchange agreement, ECareer Inc, Barossa Coffee Company Inc, USD $) | 0 Months Ended |
Apr. 11, 2013 | |
Payment | |
Exchange agreement | ECareer Inc | Barossa Coffee Company Inc | ' |
Business Acquisition [Line Items] | ' |
Cash paid | $245,000 |
Number of scheduled payment | 7 |
Amount of final scheduled payment | 165,000 |
Amount used for redemption and cancellation of pre-exchange common stock | 215,000 |
Number of redemption and cancellation of pre exchange common stock shares | 4,260,690 |
Amount paid to consultants for services | 30,000 |
Extension penalties paid | $37,539 |
Organization_and_Nature_of_Ope3
Organization and Nature of Operations (Detail Textuals 2) (Exchange agreement) | 0 Months Ended |
Jun. 03, 2013 | |
Exchange agreement | ' |
Business Acquisition [Line Items] | ' |
Description of reverse stock split | 'one-for-twelve |
Reverse stock split conversion ratio | 12 |
Going_Concern_Detail_Textuals
Going Concern (Detail Textuals) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 51 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2010 | Jun. 30, 2012 | Jun. 30, 2011 | Dec. 31, 2013 | |
Going Concern [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($895,284) | ($934,844) | ($1,945,812) | ($1,366,096) | ($4,407) | ($1,960,194) | ($227,087) | ($8,000,723) |
Net cash used in operations | ' | ' | -1,570,383 | -1,425,592 | ' | ' | ' | -6,933,301 |
Working capital deficit | -1,100,000 | ' | -1,100,000 | ' | ' | ' | ' | -1,100,000 |
Negative cash flow per month | ' | ' | ($262,000) | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Estimated useful lives (Details) | 6 Months Ended |
Dec. 31, 2013 | |
Equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '5 - 7 |
Furniture and fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '5 |
Computer software | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '5 |
Leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | 'Lesser of 15 years or the term of the lease |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Advertising and marketing expense (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Advertising | $33,496 | $7,782 | $55,729 | $7,962 | $113,374 |
Marketing | 174,348 | 98,961 | 375,875 | 127,413 | 973,501 |
Advertising and marketing expense | $207,844 | $106,743 | $431,604 | $135,375 | $1,086,875 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of potential common stock equivalents (Details 2) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalents | 63,813 | 69,549 |
ECI | Common stock warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalents | 209 | 51,706 |
ECI | Unvested stock grants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalents | 0 | 478 |
ECHI | Common stock warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalents | 63,170 | 16,475 |
ECHI | Unvested stock grants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total common stock equivalents | 434 | 890 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 6 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Total amount of cash equivalents consisted of money market funds | $49,446 | $214,483 |
Amortization method | 'straight-line method | ' |
Estimated useful life | '3 years | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Less: Accumulated Depreciation | ($73,622) | ($41,143) |
Property and equipment, net | 250,314 | 271,321 |
Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 172,348 | 169,204 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 72,118 | 72,118 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 76,470 | 68,142 |
Computer software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $3,000 | $3,000 |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' | ' |
Depreciation expense | $16,466 | $18,314 | $32,479 | $22,954 | $85,855 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Domain names | $298,389 | $298,389 |
Website development costs | 183,667 | 157,813 |
Less: Accumulated amortization | -33,014 | -15,453 |
Total intangible assets | $449,042 | $440,749 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' |
Amortization expense | $9,266 | $0 | $17,561 | ' | $33,014 |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 (6 months) | $19,000 |
2015 | 37,000 |
2016 | 46,000 |
Total | $102,000 |
Intangible_Assets_Detail_Textu
Intangible Assets (Detail Textuals) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Amortization expense for website development costs | $9,266 | $0 | $17,561 | ' | $33,014 |
Website Development Cost | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Amortization expense for website development costs | ' | ' | $135,000 | ' | ' |
Notes_Payable_Note_11_Detail_T
Notes Payable (Note 11) (Detail Textuals) (USD $) | 6 Months Ended | 51 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | Jan. 03, 2013 | Dec. 31, 2013 | Dec. 17, 2013 | Dec. 31, 2013 | |
Promissory Notes | Promissory Notes | Promissory Notes | Promissory Notes | |||
Third Party | Third Party | Asher Enterprises Inc | Asher Enterprises Inc | |||
Closing_bid | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds from promissory notes | $652,782 | $483,500 | $100,000 | $300,000 | ' | ' |
Interest rate | ' | ' | 10.00% | 10.00% | 8.00% | ' |
Interest expenses | ' | ' | 10,000 | 30,000 | ' | ' |
Accrued interest | ' | ' | ' | 13,913 | ' | ' |
Borrowed amount | ' | ' | ' | ' | 83,500 | ' |
Legal related costs | ' | ' | ' | ' | $3,500 | ' |
Default interest rate | ' | ' | ' | ' | 22.00% | ' |
Number of days used for right to convert | ' | ' | ' | ' | '180 days | ' |
Percentage of average of lowest closing bids | ' | ' | ' | ' | 58.00% | ' |
Number of closing bids | ' | ' | ' | ' | 3 | ' |
Number of trading days | ' | ' | ' | ' | '10 days | ' |
Repayment period of note and accrued interest | ' | ' | ' | ' | '180 days | ' |
Minimum percentage of note and accrued interest payable on prepayment | ' | ' | ' | ' | 110.00% | ' |
Maximum percentage of note and accrued interest payable on prepayment | ' | ' | ' | ' | 130.00% | ' |
Description of minimum number of times reserve of common stock required | ' | ' | ' | ' | ' | 'reserve shares of common stock, free of preemptive rights, at 5 times the number of shares actually issuable upon full conversion of the Note at the conversion price then in effect. |
Beneficial ownership percentage after conversion issue | ' | ' | ' | ' | ' | 9.99% |
Notice period days for waiver of beneficial ownership | ' | ' | ' | ' | ' | '61 days |
Stockholders_Equity_Details
Stockholders Equity (Details) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Apr. 11, 2013 | Jun. 30, 2012 | Apr. 11, 2013 | Apr. 11, 2013 | Apr. 11, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Apr. 11, 2013 | Apr. 11, 2013 | Jun. 30, 2012 | Jun. 30, 2010 | Jun. 30, 2012 | |||||||||
Common Stock | Common Stock | Common Stock | Common Stock | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ECI | |||||||||||||
Common Stock | Warrants | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Party Two | Related Party | Related Party | ||||||||||||||||||||
Common Stock | Warrants | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Services - related parties, Quantity | 43 | [1] | ' | ' | ' | ' | 89,112 | 1,107 | 7,765 | ' | ' | ' | ' | ' | ' | 5,836 | [2] | ' | 1,107 | [3] | ' | 261 | [2] | 89,112 | [2] | 1,668 | [4] | ||
Services - related parties, Valuation | $6 | [1] | $4,275 | $37,021 | $248,648 | ' | $89 | $1 | $8 | $3,854 | ' | ' | ' | ' | $37,021 | [3] | $182,199 | [2] | ' | ' | ' | $6,449 | [2] | $4,275 | [2] | $60,000 | [4] | ||
Cash - related parties, Quantity | ' | ' | ' | ' | 236,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 111,595 | 3,431 | 96,358 | [5] | ' | ' | ' | 68,788 | |||||||
Cash - related parties, Valuation | ' | ' | ' | ' | 136,250 | ' | ' | ' | 457,500 | ' | ' | ' | ' | 3,366,427 | [5] | 2,867,705 | 102,101 | ' | ' | ' | ' | 950,000 | |||||||
Direct offering costs, Quantity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,127 | [4] | ' | ' | ' | ' | ' | ' | |||||||
Direct offering costs, Valuation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,000 | [4] | ' | ' | ' | ' | ' | ' | |||||||
Cash, Services and Direct Offering Cost, Quantity Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cash, Services and Direct Offering Cost, Valuation Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,162,353 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cash - third parties, Quantity Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,757 | [5] | ' | ' | ' | |||||||
Quantity Stock, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Quantity Warrants, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,757 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Valuation, Total | $150,006 | ' | ' | ' | $571,718 | ' | ' | ' | ' | $3,403,448 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
[1] | Valuation is based upon an unrelated third party report. | ||||||||||||||||||||||||||||
[2] | Valuation was based upon the average cash price paid by third parties ranging from $.30 to $.75 of pre-reverse split prices, for common stock of ECI during the 30 day period preceding the service performance, as ECI was not yet traded publicly this represented the best evidence of fair value. | ||||||||||||||||||||||||||||
[3] | Valuation was based upon the average cash price paid by third parties for common stock during the 30-day period preceding the service performance, since the Company was not yet traded publicly; this represented the best evidence of fair value. | ||||||||||||||||||||||||||||
[4] | In 2012, $96,000 of these costs was paid in shares of common stock, resulting in a net adjustment to equity of $0. These shares were valued at $.64 of pre-reverse split prices. | ||||||||||||||||||||||||||||
[5] | Commencing in December 2012, ECI issued shares and warrants as a unit under a private placement memorandum. Each unit was offered at a price of $1.00 per Unit. Each Unit consisted of one share of common share and one common stock purchase warrant, entitling the holder to purchase one share of common stock at $1.00 per share. The purchase price was recorded at par for the common stock and additional paid-in capital was allocated between the prorated fair value of the common stock and the warrant. The warrants are exercisable through December 31, 2015. Effective October 1, 2013 ECI concluded its private placement memorandum and all outstanding warrants of consented shareholders were converted into ECHI. The exercise price of the warrants remains at a $1.00 per share. |
Stockholders_Equity_Details_1
Stockholders Equity (Details 1) | 6 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 2,648 |
Restricted stock | Vesting schedule 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 260 |
Restricted stock | Vesting schedule 2013 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 1,498 |
Restricted stock | Vesting schedule 2014 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 825 |
Restricted stock | Vesting schedule 2015 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 65 |
Restricted stock | Date of grant February 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 521 |
Restricted stock | Date of grant February 2012 | Vesting schedule 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 87 |
Restricted stock | Date of grant February 2012 | Vesting schedule 2013 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 261 |
Restricted stock | Date of grant February 2012 | Vesting schedule 2014 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 173 |
Restricted stock | Date of grant February 2012 | Vesting schedule 2015 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 0 |
Restricted stock | Date of grant March 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 1,042 |
Restricted stock | Date of grant March 2012 | Vesting schedule 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 130 |
Restricted stock | Date of grant March 2012 | Vesting schedule 2013 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 521 |
Restricted stock | Date of grant March 2012 | Vesting schedule 2014 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 391 |
Restricted stock | Date of grant March 2012 | Vesting schedule 2015 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 0 |
Restricted stock | Date of grant May 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 564 |
Restricted stock | Date of grant May 2012 | Vesting schedule 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 43 |
Restricted stock | Date of grant May 2012 | Vesting schedule 2013 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 521 |
Restricted stock | Date of grant May 2012 | Vesting schedule 2014 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 0 |
Restricted stock | Date of grant May 2012 | Vesting schedule 2015 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 0 |
Restricted stock | Date of grant September 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 521 |
Restricted stock | Date of grant September 2012 | Vesting schedule 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 0 |
Restricted stock | Date of grant September 2012 | Vesting schedule 2013 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 195 |
Restricted stock | Date of grant September 2012 | Vesting schedule 2014 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 261 |
Restricted stock | Date of grant September 2012 | Vesting schedule 2015 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Quantity Granted (Shares) | 65 |
Stockholders_Equity_Details_2
Stockholders Equity (Details 2) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | ||
Stockholders Equity [Line Items] | ' | ' | ' | ' | |
Exercise of warrants, Quantity | 50,000 | [1] | ' | ' | ' |
Exercise of warrants, Valuation | $30,000 | [1] | ' | ' | ' |
Exchange for ECI common stock, Quantity | 3,125,103 | ' | ' | ' | |
Services - related parties, Quantity | 43 | [2] | ' | ' | ' |
Services - related parties, Valuation | 6 | [2] | 4,275 | 37,021 | 248,648 |
Total quantity of securities | 250,043 | ' | ' | ' | |
Total valuation | 150,006 | ' | ' | ' | |
Common Stock | ' | ' | ' | ' | |
Stockholders Equity [Line Items] | ' | ' | ' | ' | |
Exchange for ECI common stock, Quantity | 3,125,103 | ' | ' | ' | |
Exchange for ECI common stock, Valuation | 0 | ' | ' | ' | |
Issued for cash, Quantity | 236,250 | ' | ' | ' | |
Issued for cash, Valuation | 136,250 | ' | ' | ' | |
Issuance of common stock dividend, Quantity | 121,412 | ' | ' | ' | |
Issuance of common stock dividend, Valuation | 16,803 | ' | ' | ' | |
Services - related parties, Quantity | ' | 89,112 | 1,107 | 7,765 | |
Services - related parties, Valuation | ' | 89 | 1 | 8 | |
Total quantity of securities | 9,248,041 | ' | ' | ' | |
Total valuation | 571,718 | ' | ' | ' | |
Warrants | ' | ' | ' | ' | |
Stockholders Equity [Line Items] | ' | ' | ' | ' | |
Exercise of warrants, Quantity | 460,585 | ' | ' | ' | |
Exercise of warrants, Valuation | 411,000 | ' | ' | ' | |
Series B Preferred stock | ' | ' | ' | ' | |
Stockholders Equity [Line Items] | ' | ' | ' | ' | |
Conversion of Series B Preferred stock, Quantity | 5,429,300 | ' | ' | ' | |
Conversion of Series B Preferred stock, Valuation | 0 | ' | ' | ' | |
Unrelated third parties | ' | ' | ' | ' | |
Stockholders Equity [Line Items] | ' | ' | ' | ' | |
Services - related parties, Quantity | 55,591 | ' | ' | ' | |
Services - related parties, Valuation | $7,665 | ' | ' | ' | |
[1] | ECI issued units containing common stock and warrants for $1.00. The warrants have a $1.00 exercise price and expire on December 31, 2015. Each of the warrants in the units that were included in the exchange were converted to ECHI warrants. The Company has reserved shares to cover the possible exercise of the warrants. There are no embedded features in the warrants that would require treatment as a derivative liability. | ||||
[2] | Valuation is based upon an unrelated third party report. |
Stockholders_Equity_Detail_Tex
Stockholders Equity (Detail Textuals) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||||
Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | 1-May-13 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | 1-May-13 | Jun. 30, 2013 | Dec. 31, 2013 | 31-May-12 | ||
Vote | Series A Preferred stock | Series A Preferred stock | Series A Preferred stock | Series A Preferred stock | Series A Preferred stock | ECI | ECI | ECI | |||||
CEO | CEO | Series A Preferred stock | |||||||||||
Vote | Vote | CEO | |||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | 1,000,000 | ' | ' | ' | ' | |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | |
Preferred stock, shares issued for service | 43 | [1] | ' | ' | ' | 25,013 | ' | ' | ' | 100,000 | ' | ' | 100,000 |
Preferred stock, value | $6 | [1] | $4,275 | $37,021 | $248,648 | ' | ' | ' | ' | ' | $3,854 | ' | $71,600 |
Preferred stock, value (in dollars per share) | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.72 | |
Description of stock exchange ratio related to acquisition | 'one for one | ' | ' | ' | '0.250138 | ' | ' | ' | ' | ' | ' | ' | |
Number of votes | 500 | ' | ' | ' | ' | ' | ' | ' | 12,506,500 | ' | 500 | ' | |
Number of votes entitled | ' | ' | ' | ' | ' | ' | ' | ' | 'Each of the New Preferred Shares entitles CEO to 500 votes | ' | ' | ' | |
[1] | Valuation is based upon an unrelated third party report. |
Stockholders_Equity_Detail_Tex1
Stockholders Equity (Detail Textuals 1) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 26, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | |
Class of Stock [Line Items] | ' | ' | ' | ' |
Convertible preferred stock dividend terms of conversion | 'one restricted share of Series B Convertible Preferred Stock was issued for every one share of common stock held by ECHI stockholders | ' | ' | ' |
Number of Series B Preferred Shares value issued | 434,554 | ' | ' | ' |
Number of Series B Preferred Shares converted | 50 | 5,429,300 | ' | ' |
Fair value of shares | $6.92 | ' | ' | ' |
Number of series B preferred shares value issued as dividend | 3,007,114 | ' | ' | ' |
Number of series B preferred shares converted | ' | 108,586 | ' | ' |
Exchange of shares description | ' | 'One-for-one basis | ' | ' |
Number of shares issued for subscription receivable | ' | ' | $354,000 | $2,500 |
Stockholders_Equity_Detail_Tex2
Stockholders Equity (Detail Textuals 2) (USD $) | 12 Months Ended | 9 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||
Jun. 30, 2012 | Jun. 30, 2010 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2010 | Jun. 30, 2010 | |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ECI | ECI | ECI | ECI | ECI | ECI | ECI | ||
Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Parties | Unrelated Third Parties | Related Party | Related Party | Related Party | |||
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||||||||
Maximum | Maximum | Minimum | Minimum | Maximum | Minimum | ||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services per share | ' | $0.05 | $36 | $36 | $36 | $14 | $14 | $14 | $0.75 | $0.75 | $0.30 | $0.30 | $0.64 | $0.75 | $0.30 |
Direct offering cost in shares | $96,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net adjustment to equity | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Detail_Tex3
Stockholders Equity (Detail Textuals 3) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||
Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | Apr. 11, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 11, 2013 | ||
ECI | ECI | ECI | ECHI | |||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Term of recognition and valuation share-based compensation | ' | 'Over two-year term | ' | ' | ' | ' | ' | ' | ' | |
Description of unit issued under private placement memorandum | ' | ' | ' | ' | ' | ' | ' | 'Each unit was offered at a price of $1.00 per Unit. Each Unit consisted of one share of common share and one common stock purchase warrant, entitling the holder to purchase one share of common stock at $1.00 per share | ' | |
Number of common stock for cash | ' | ' | ' | ' | ' | ' | $457,500 | ' | ' | |
Services - third parties | ' | 6 | [1] | 4,275 | 37,021 | 248,648 | ' | 3,854 | ' | ' |
Common stock issued to majority of the shareholders (in shares) | ' | ' | ' | ' | ' | 324,556 | ' | ' | ' | |
Number of reverse capitalization and cancelled and retired pre-split shares (in shares) | ' | ' | ' | ' | ' | 4,260,690 | ' | ' | ' | |
Number common stock share non controlling interests (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 57,878 | |
Number common stock increase share (in shares) | ' | ' | ' | ' | ' | 39,451 | ' | ' | ' | |
Common stock for cash for services | ' | ' | ' | ' | ' | ' | ' | 633,100 | ' | |
Number of shares exchanged during period | ' | 3,125,103 | ' | ' | ' | ' | ' | ' | ' | |
Number of common shares vested in period | 261 | ' | ' | ' | ' | ' | ' | ' | ' | |
Value of common shares vested in period | 1,665 | ' | ' | ' | ' | ' | ' | ' | ' | |
Value of direct offering costs associated with capital raising activities | ' | $1,246,700 | ' | ' | ' | ' | ' | ' | ' | |
[1] | Valuation is based upon an unrelated third party report. |
Commitment_and_Contingencies_D
Commitment and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 (6 months) | $25,000 |
2015 | 51,000 |
2016 | 53,000 |
2017 | 55,000 |
2018 | 56,000 |
Thereafter | 77,000 |
Total | $317,000 |
Commitment_and_Contingencies_D1
Commitment and Contingencies (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' |
Rent expense | $26,704 | $4,596 | $34,577 | $5,712 | $66,680 |
Related_Party_Transactions_Sum
Related Party Transactions - Summary of capital raising activities and related consulting fees (Details) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Related Parties | ' | ' | ' | ' | ' |
Amounts Paid in Cash: | ' | ' | ' | ' | ' |
Finder fees paid in cash | ' | ' | ' | ' | $22,295 |
Former Related Parties | ' | ' | ' | ' | ' |
Amounts Paid in Cash: | ' | ' | ' | ' | ' |
Finder fees paid in cash | $55,451 | $39,368 | $131,056 | $102,531 | $796,991 |
Related_Party_Transactions_Sum1
Related Party Transactions - Summary of consulting fees paid to related party and former related parties (Detail 1) (USD $) | 3 Months Ended | 6 Months Ended | 51 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Related Parties | ' | ' | ' | ' | ' |
Consulting Fees Amounts Paid In Cash [Abstract] | ' | ' | ' | ' | ' |
Consulting fees | $0 | $0 | $0 | $0 | $62,900 |
Former Related Parties | ' | ' | ' | ' | ' |
Consulting Fees Amounts Paid In Cash [Abstract] | ' | ' | ' | ' | ' |
Consulting fees | $68,000 | $120,794 | $146,621 | $173,336 | $1,455,402 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Jun. 30, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | ||
Subsequent Events [Abstract] | ' | ' | ' | ' | |
Exercise of warrants, Quantity Stock | 50,000 | [1] | ' | ' | ' |
Exercise of warrants, Valuation | $30,000 | [1] | ' | ' | ' |
Services - third parties common stock, Quantity Stock | 43 | [2] | ' | ' | ' |
Services - third parties common stock, Valuation | 6 | [2] | 4,275 | 37,021 | 248,648 |
Sale of Common Stock and Warrants, Quantity Stock | 200,000 | ' | ' | ' | |
Sale of Common Stock and Warrants, Valuation | 120,000 | ' | ' | ' | |
Total quantity stock | 250,043 | ' | ' | ' | |
Total valuation | $150,006 | ' | ' | ' | |
[1] | ECI issued units containing common stock and warrants for $1.00. The warrants have a $1.00 exercise price and expire on December 31, 2015. Each of the warrants in the units that were included in the exchange were converted to ECHI warrants. The Company has reserved shares to cover the possible exercise of the warrants. There are no embedded features in the warrants that would require treatment as a derivative liability. | ||||
[2] | Valuation is based upon an unrelated third party report. |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (USD $) | 6 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Issuance price of units per share | $1 |
Exercise price of warrant | 1 |
Subsequent_Events_Detail_Textu1
Subsequent Events (Detail Textuals 1) (USD $) | 6 Months Ended | 0 Months Ended |
Dec. 31, 2013 | Feb. 11, 2014 | |
Subsequent Event | ||
ECI | ||
Subsequent Event [Line Items] | ' | ' |
Stock exchange ratio | 'one for one | ' |
Number of shares exchanged | 3,125,103 | 355,000 |
Payment to be made due to shares rescinded | ' | $206,000 |
Subsequent_Events_Detail_Textu2
Subsequent Events (Detail Textuals 2) (USD $) | 6 Months Ended | 51 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | Jan. 03, 2013 | Dec. 31, 2013 | Dec. 17, 2013 | Dec. 31, 2013 | Jan. 28, 2014 | |
Promissory Notes | Promissory Notes | Promissory Notes | Promissory Notes | Subsequent Event | |||
Third Party | Third Party | Asher Enterprises Inc | Asher Enterprises Inc | Promissory Notes | |||
Closing_bid | Asher Enterprises Inc | ||||||
Closing_bid | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Proceeds from promissory notes | $652,782 | $483,500 | $100,000 | $300,000 | ' | ' | ' |
Interest bearing rate of note payable | ' | ' | 10.00% | 10.00% | 8.00% | ' | 8.00% |
Interest expenses | ' | ' | 10,000 | 30,000 | ' | ' | ' |
Borrowed amount | ' | ' | ' | ' | 83,500 | ' | 42,500 |
Legal related costs | ' | ' | ' | ' | $3,500 | ' | $2,500 |
Default interest rate | ' | ' | ' | ' | 22.00% | ' | 22.00% |
Number of days used for right to convert | ' | ' | ' | ' | '180 days | ' | '180 days |
Percentage of average of lowest closing bids | ' | ' | ' | ' | 58.00% | ' | 58.00% |
Number of closing bids | ' | ' | ' | ' | 3 | ' | 3 |
Number of trading days | ' | ' | ' | ' | '10 days | ' | '10 days |
Repayment period of note and accrued interest | ' | ' | ' | ' | '180 days | ' | '180 days |
Minimum percentage of note and accrued interest payable on prepayment | ' | ' | ' | ' | 110.00% | ' | 110.00% |
Maximum percentage of note and accrued interest payable on prepayment | ' | ' | ' | ' | 130.00% | ' | 130.00% |
Description of minimum number of times reserve of common stock required | ' | ' | ' | ' | ' | 'reserve shares of common stock, free of preemptive rights, at 5 times the number of shares actually issuable upon full conversion of the Note at the conversion price then in effect. | 'Reserve shares of common stock, free of preemptive rights, at 5 times the number of shares actually issuable upon full conversion of the Note at the conversion price then in effect. |
Beneficial ownership percentage after conversion issue | ' | ' | ' | ' | ' | 9.99% | 9.99% |
Notice period days for waiver of beneficial ownership | ' | ' | ' | ' | ' | '61 days | '61 days |