Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2014 | 7-May-14 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'eCareer Holdings, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001332572 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Common Stock, Shares Outstanding | ' | 13,019,377 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $9,599 | $214,483 |
Prepaid expenses and other current assets | 24,245 | 189,289 |
Total current assets | 33,844 | 403,772 |
Property and equipment, net | 237,128 | 271,321 |
Other assets | ' | ' |
Intangible assets | 439,776 | 440,749 |
Total assets | 710,748 | 1,115,842 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 584,235 | 421,688 |
Loan Payable - shareholder | 156,782 | ' |
Loans payable | 541,000 | ' |
Total current liabilities | 1,282,017 | 421,688 |
Commitments and contingencies | ' | ' |
Stockholders' equity | ' | ' |
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 25,013 shares issued and outstanding | 25 | 25 |
Series B Preferred stock, $0.001 par value, 1,000,000 shares authorized, 323,036 and 0 shares issued and outstanding, respectively | 322 | ' |
Common stock, $0.001 par value, 50,000,000 shares authorized, 11,183,852 and 364,006 shares issued and 11,183,484 and 363,117 shares outstanding, respectively | 11,183 | 362 |
Additional paid-in capital | 11,058,620 | 6,505,602 |
Deficit accumulated during the development stage | -11,626,797 | -5,854,847 |
Subscription receivable | -15,001 | ' |
Non-controlling interest | 379 | 43,012 |
Total stockholders' equity (deficit) | -571,269 | 694,154 |
Total liabilities and stockholders' equity | $710,748 | $1,115,842 |
BALANCE_SHEETS_PARENTHETICALS
BALANCE SHEETS PARENTHETICALS (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
Parentheticals | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 11,183,852 | 364,006 |
Common Stock, shares outstanding | 11,183,484 | 363,117 |
Series A Preferred Stock, par value | $0.00 | $0.00 |
Series A Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred Stock, shares issued | 25,013 | 25,013 |
Series A Preferred Stock, shares outstanding | 25,013 | 25,013 |
Series B Preferred Stock, par value | $0.00 | $0.00 |
Series B Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Series B Preferred Stock, shares issued | 323,036 | 0 |
Series B Preferred Stock, shares outstanding | 323,036 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 54 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Income | ' | ' | ' | ' | ' |
Revenue | $22,849 | $2,132 | $53,531 | $2,132 | $62,623 |
Operating expenses | ' | ' | ' | ' | ' |
Advertising and marketing | 59,494 | 168,329 | 491,098 | 303,704 | 1,146,369 |
Salaries and benefits | 422,580 | 282,109 | 1,062,031 | 694,226 | 2,703,445 |
Professional and consulting fees | 116,515 | 494,821 | 680,726 | 1,117,722 | 3,563,514 |
General and administrative | 206,154 | 156,311 | 533,130 | 352,014 | 1,267,033 |
General and administrative expenses - related parties | ' | ' | ' | ' | 142,900 |
Total operating expenses | 804,743 | 1,101,570 | 2,766,985 | 2,467,666 | 8,823,261 |
Loss from operations | -781,894 | -1,099,438 | -2,713,454 | -2,465,534 | -8,760,638 |
Interest Income (Expense), Net | -62,968 | ' | -77,221 | ' | -61,245 |
Loss on sale of available-for-sale marketable securities | ' | ' | ' | ' | -23,702 |
Net loss | -844,862 | -1,099,438 | -2,790,675 | -2,465,534 | -8,845,585 |
Less: Net loss attributable to non-controlling interest | 12,044 | ' | 42,633 | ' | 242,697 |
Net loss attributable to eCareer Holdings, Inc. | ($832,818) | ($1,099,438) | ($2,748,042) | ($2,465,534) | ($8,602,888) |
Net loss per share - basic and fully diluted | ($0.08) | ($3.11) | ($0.35) | ($7.77) | ($5.24) |
Weighted average number of common shares outstanding during the period - basic and fully diluted | 10,374,962 | 353,011 | 7,881,251 | 317,438 | 1,640,215 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock A Shares | Preferred Stock A Amount | Preferred Stock B Shares | Preferred Stock B Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Subscriptions Receivable | Non- controlling Interest | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||
Balance at Oct. 13, 2009 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services - founders shares ($0.048/share - post reverse split) | ' | ' | ' | ' | 89,112 | 89 | 4,186 | ' | ' | ' | 4,275 |
Net loss - October 13, 2009 (Inception) to June 30, 2010 | ' | ' | ' | ' | ' | ' | ' | ($4,407) | ' | ' | ($4,407) |
Balance at Jun. 30, 2010 | ' | ' | ' | ' | 89,112 | 89 | 4,186 | -4,407 | ' | ' | -132 |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share - post reverse split) | ' | ' | ' | ' | 3,431 | 3 | 102,098 | ' | -2,500 | ' | 99,601 |
Direct offering costs | ' | ' | ' | ' | ' | ' | -26,803 | ' | ' | ' | -26,803 |
Net loss - 2011 | ' | ' | ' | ' | ' | ' | ' | -227,087 | ' | ' | -227,087 |
Balance at Jun. 30, 2011 | ' | ' | ' | ' | 92,543 | 92 | 79,481 | -231,494 | -2,500 | ' | -154,421 |
Receipt of cash for subscriptions receivable | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | 2,500 |
Issuance of common stock for cash and subscriptions receivable ($12 - $48/share - post reverse split) | ' | ' | ' | ' | 180,383 | 180 | 3,817,525 | ' | -354,000 | ' | 3,463,705 |
Direct offering costs | ' | ' | ' | ' | ' | ' | -502,119 | ' | ' | ' | -502,119 |
Issuance of series A preferred stock for services ($0.716/share) - related party | 100,000 | 100 | ' | ' | ' | ' | 71,500 | ' | ' | ' | 71,600 |
Issuance of common stock for services ($14 - $36/share - post reverse split) | ' | ' | ' | ' | 7,765 | 8 | 248,640 | ' | ' | ' | 248,648 |
Issuance of common stock for direct offering costs ($31/share - post reverse split) | ' | ' | ' | ' | 3,127 | 3 | -3 | ' | ' | ' | ' |
Net loss - 2012 | ' | ' | ' | ' | ' | ' | ' | -1,960,194 | ' | ' | -1,960,194 |
Balance at Jun. 30, 2012 | 100,000 | 100 | ' | ' | 283,818 | 283 | 3,715,024 | -2,191,688 | -354,000 | ' | 1,169,719 |
Receipt of cash for subscriptions receivable | ' | ' | ' | ' | ' | ' | ' | ' | 892,800 | ' | 892,800 |
Issuance of common stock for cash and subscriptions receivable ($24 - $48/share - post reverse split) | ' | ' | ' | ' | 40,601 | 41 | 1,286,509 | ' | -50,300 | ' | 1,236,250 |
Issuance of common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | ' | ' | 55,757 | 56 | 2,079,821 | ' | -666,000 | ' | 1,413,877 |
Direct offering costs | ' | ' | ' | ' | ' | ' | -435,041 | ' | ' | ' | -435,041 |
Issuance of common stock for services ($0.138/share) | ' | ' | ' | ' | 1,107 | 1 | 37,020 | ' | ' | ' | 37,021 |
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 | ' | ' | ' | ' | -57,878 | -58 | -243,018 | ' | ' | 243,076 | ' |
Issuance of common stock in reverse recapitalization | ' | ' | ' | ' | 39,451 | 39 | -459,531 | ' | 177,500 | ' | -281,992 |
Exchange of subsidiary preferred stock for ECHI preferred stock | -74,987 | -75 | ' | ' | ' | ' | 75 | ' | ' | ' | ' |
Direct offering costs | ' | ' | ' | ' | ' | ' | -83,776 | ' | ' | ' | -83,776 |
Issuance of subsidiary common stock for cash and subscriptions receivable ($24 - $48/share - post reverse split) | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | 8,000 |
Issuance of subsidiary common stock and warrants for cash and subscriptions receivable ($48/unit - post reverse split) | ' | ' | ' | ' | ' | ' | 449,500 | ' | ' | ' | 449,500 |
Receipt of cash for subsidiary's subscriptions receivable | ' | ' | ' | ' | ' | ' | 145,500 | ' | ' | ' | 145,500 |
Issuance of common stock for services ($16 - $36/share - post reverse split) | ' | ' | ' | ' | 261 | ' | 1,665 | ' | ' | ' | 1,665 |
Issuance of subsidiary common stock for services ($25 to $35/share - post reverse split) | ' | ' | ' | ' | ' | ' | 3,854 | ' | ' | ' | 3,854 |
Net loss - April 12, 2013 to June 30, 2013 | ' | ' | ' | ' | ' | ' | ' | -926,279 | ' | -200,064 | -1,126,343 |
Balance at Jun. 30, 2013 | 25,013 | 25 | ' | ' | 363,117 | 362 | 6,505,602 | -5,854,847 | ' | 43,012 | 694,154 |
Direct offering costs | ' | ' | ' | ' | ' | ' | -211,143 | ' | ' | ' | -211,143 |
Issuance of common stock for services ($0.138/share) | ' | ' | ' | ' | 55,521 | 56 | 7,628 | ' | ' | ' | 7,684 |
Issuance of subsidiary common stock and warrants for cash and subscriptions receivable ($0.50 - $1.00/unit) | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | 510,585 | 511 | 440,489 | ' | ' | ' | 441,000 |
Issuance of common stock in exchange for subsidiary common stock | ' | ' | ' | ' | 3,125,103 | 3,125 | -3,125 | ' | ' | ' | ' |
Issuance of convertible series B preferred stock as a dividend | ' | ' | 434,554 | 434 | ' | ' | 3,006,681 | -3,007,115 | ' | ' | ' |
Issuance of common stock and warrants for cash and subscriptions receivable ($0.60 - $1.00/unit) | ' | ' | ' | ' | 1,031,917 | 1,032 | 614,219 | ' | -15,001 | ' | 600,250 |
Issuance of common stock dividend | ' | ' | ' | ' | 121,341 | 121 | 16,672 | -16,793 | ' | ' | 16,793 |
Issuance of common stock upon conversion of series B preferred stock | ' | ' | -111,518 | -112 | 5,575,900 | 5,576 | -5,464 | ' | ' | ' | ' |
Issuance of common stock for interest expense ($0.138/share) | ' | ' | ' | ' | 400,000 | 400 | 54,960 | ' | ' | ' | 55,360 |
Net loss - July 1, 2013 to March 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ($2,748,042) | ' | ($42,633) | ($2,790,675) |
Balance at Mar. 31, 2014 | 25,013 | 25 | 323,036 | 322 | 11,183,484 | 11,183 | 11,058,620 | -11,626,797 | -15,001 | 379 | -571,269 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 9 Months Ended | 54 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($2,790,675) | ($2,465,534) | ($8,845,585) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 48,988 | 35,207 | 102,364 |
Amortization | 26,827 | 1,250 | 42,280 |
Stock issued for services - common stock | 7,684 | 37,020 | 303,146 |
Stock issued for services - preferred stock - related party | ' | ' | 71,600 |
Stock issued for interest - common stock | 55,360 | ' | 55,360 |
Loss on sales of available-for-sale marketable securities | ' | ' | 23,702 |
Deposit on future acquisition | ' | -97,039 | ' |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expense and other current assets | 165,044 | 48,584 | -24,245 |
Accounts payables and accrued liabilities | 162,547 | -153,469 | 584,235 |
Net cash used in operating activities | -2,324,225 | -2,593,981 | -7,687,143 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of available-for-sale securities | ' | ' | 48,080 |
Advances on loan receivable | ' | -30,427 | ' |
Purchases of intangible assets | -25,854 | -281,687 | -482,056 |
Purchases of property and equipment | -14,795 | -250,520 | -339,492 |
Net cash used in investing activities | -40,649 | -562,634 | -773,468 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from shareholder loan payable | 169,282 | ' | 329,216 |
Repayment of shareholder loan payable | -12,500 | ' | -244,716 |
Proceeds for exercise of warrants | 441,000 | ' | 441,000 |
Proceeds from loan payable | 761,000 | ' | 761,000 |
Repayment of loan payable | -220,000 | ' | -220,000 |
Proceeds from sale of common stock | 600,250 | 3,109,164 | 8,311,983 |
Cash consideration for reverse recapitalization | ' | ' | -281,992 |
Proceeds from sale of subsidiary common stock and warrants | 632,101 | ' | 632,101 |
Payment of offering costs | -211,143 | -234,777 | -1,258,882 |
Net cash provided by financing activities | 2,159,990 | 2,874,387 | 8,470,210 |
Net (decrease) increase in cash and cash equivalents | -204,884 | -282,228 | 9,599 |
Cash and cash equivalents - beginning of year/period | 214,483 | 1,083,571 | ' |
Cash and cash equivalents - end of period | 9,599 | 801,343 | 9,599 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Exchange of subsidiary preferred stock for ECHI preferred stock | ' | ' | 75 |
Subscriptions receivable | ' | 364,000 | ' |
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 | 7,684 | ' | 303,146 |
Stock issued for interest - common stock | 55,360 | ' | 55,360 |
Exchange of subsidiary stock for ECHI common stock | 3,125 | ' | 3,125 |
Issuance of common stock dividend | 16,793 | ' | 16,793 |
Issuance of series B preferred stock as a dividend | 3,007,115 | ' | 3,007,115 |
Conversion of series B preferred stock for common stock | 5,464 | ' | 5,464 |
Shareholder advance of marketable securities | ' | ' | $71,782 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements: | ' |
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 | 9 Months Ended |
Mar. 31, 2014 | |
Going Concern: | ' |
Going Concern | ' |
Note 2 – Going Concern | |
As reflected in the accompanying financial statements, since inception the Company has incurred a net loss of approximately $8.8 million and net cash used in operations of approximately $7.7 million. As of March 31, 2014, the Company has a working capital deficit of approximately $1.2 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 $175,000 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 | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Accounting Policies: | ' | ||||||||||||||||||||
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 nine months ended March 31, 2014 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 $9,599 and $214,483 at March 31, 2014 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 nine months ended March 31, 2014 and March 31, 2013, 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 nine months ended March 31, 2014 and March 31, 2013, 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. Moving forward, the Company's arrangements will 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: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Advertising | $ | 59,234 | $ | 25,959 | $ | 3,505 | $ | 17,997 | $ | 116,879 | |||||||||||
Marketing | 431,864 | 277,745 | 55,989 | 150,332 | 1,029,490 | ||||||||||||||||
$ | 491,098 | $ | 303,704 | $ | 59,494 | $ | 168,329 | $ | 1,146,369 | ||||||||||||
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 nine months period ended March 31, 2014 and 2013, and from October 13, 2009 (Inception) to March 31, 2014. | |||||||||||||||||||||
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(Note 11): | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants - ECI | 10,000 | 2,480,500 | |||||||||||||||||||
Common stock warrants - ECHI | 3,777,145 | 790,377 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 130 | 890 | |||||||||||||||||||
Total common stock equivalents | 3,787,275 | 3,272,245 | |||||||||||||||||||
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 March 31, 2014 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_and_Other_Cur
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Mar. 31, 2014 | |
Prepaid Expenses and Other Current Assets | ' |
Prepaid Expenses and Other Current Assets | ' |
Note 4 – Prepaid Expenses and Other Current Assets | |
Prepaid expenses consist of professional fees and subscription fees. Prepaid expenses are being amortized over the expected period of benefit. Other current assets consist of employee advances. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||
Note 5 – Property and Equipment | |||||||||||||||||||||
Property and equipment consist of the following: | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Equipment | $ | 172,348 | $ | 169,204 | |||||||||||||||||
Furniture & Fixtures | 72,118 | 72,118 | |||||||||||||||||||
Leasehold Improvements | 79,793 | 68,142 | |||||||||||||||||||
Computer Software | 3,000 | 3,000 | |||||||||||||||||||
Less: Accumulated Depreciation | (90,131 | ) | (41,143 | ) | |||||||||||||||||
$ | 237,128 | $ | 271,321 | ||||||||||||||||||
Depreciation expense for the periods were as follows: | |||||||||||||||||||||
Nine Months Ended | Three Months Ended | 13-Oct-09 | |||||||||||||||||||
31-Mar | 31-Mar | (Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Depreciation expense | $ | 48,988 | $ | 35,207 | $ | 16,509 | $ | 12,253 | $ | 102,364 |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
Note 6 – Intangible Assets | |||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Domain names | $ | 298,389 | $ | 298,389 | |||||||||||||||||
Website development costs | 183,667 | 157,813 | |||||||||||||||||||
Less: Accumulated amortization | (42,280 | ) | (15,453 | ) | |||||||||||||||||
$ | 439,776 | $ | 440,749 | ||||||||||||||||||
Amortization expense for the periods was as follows: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Amortization expense | $ | 26,827 | $ | 1,250 | $ | 9,266 | $ | 1,250 | $ | 42,280 | |||||||||||
Certain of the website development costs totaling approximately $135,000 at March 31, 2014, 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 (3 months) | $ | 10,000 | |||||||||||||||||||
2015 | 37,000 | ||||||||||||||||||||
2016 | 46,000 | ||||||||||||||||||||
Total | $ | 93,000 |
Notes_Payable_and_Derivative_L
Notes Payable and Derivative Liabilities | 9 Months Ended |
Mar. 31, 2014 | |
Notes Payable and Derivative Liabilities | ' |
Notes Payable and Derivative Liabilities | ' |
Note 7 –Notes Payable and Derivative Liabilities (Note 11) | |
The Company has received $415,000 from third parties under promissory notes. The notes bear interest at 10% of the principal amounts ($41,500 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 March 31, 2014 accrued interest amounted to $21,522. | |
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. | |
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. | |
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. | |
The Note may be prepaid in whole together with accrued interest during the 180-day period commencing January 28, 2014. 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 | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Stockholders Equity | ' | ||||||||||||||||||||
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 $3,007,115. As of March 31, 2014, 111,518 Series B Preferred Shares were converted into 5,575,900 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 | ||||||||||||||||||
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 | |||||||||||||||||||
-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 (Note 11). | |||||||||||||||||||||
Quantity | Vesting Schedule as of June 30, | ||||||||||||||||||||
Date of Grant | Granted | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||
Feb. 2012 | 521 | 87 | 261 | 173 | 0 | ||||||||||||||||
Mar. 2012 | 782 | 129 | 516 | 137 | 0 | ||||||||||||||||
May-12 | 27,079 | 2,083 | 24,996 | 0 | 0 | ||||||||||||||||
Sept. 2012 | 521 | 0 | 195 | 264 | 62 | ||||||||||||||||
28,903 | 2,299 | 25,968 | 574 | 62 | |||||||||||||||||
ECI issued the following shares of common stock for the period July 1, 2012 to April 11, 2013: | |||||||||||||||||||||
Transaction Type | QuantityStock | QuantityWarrants | 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 March 31, 2014, ECI issued common stock for cash in the amount of $632,101. | |||||||||||||||||||||
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. All 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 March 31, 2014, 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, the Company issued 261 common shares for services vested with a value of $1,665. | |||||||||||||||||||||
From July 1, 2013 through March 31, 2014 the Company issued the following common stock: | |||||||||||||||||||||
Transaction Type | Quantity | Valuation | |||||||||||||||||||
Exercise of warrants | 510,585 | $ | 441,000 | ||||||||||||||||||
Exchange for ECI common stock | 3,125,103 | 0 | |||||||||||||||||||
Issued for cash and subscription receivable | 1,031,917 | 615,251 | |||||||||||||||||||
Issuance of common stock dividend | 121,341 | 0 | |||||||||||||||||||
Conversion of Series B Preferred stock | 5,575,900 | 0 | |||||||||||||||||||
Interest Expense | 400,000 | 55,360 | |||||||||||||||||||
Services – third parties | 55,521 | 7,684 | |||||||||||||||||||
10,820,367 | $ | 1,119,295 | |||||||||||||||||||
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 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 $1,258,882, associated with capital raising activities. |
Commitment_and_Contingencies
Commitment and Contingencies | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Commitment and Contingencies | ' | ||||||||||||||||||||
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 March 31, 2014 the future rental commitments are approximately as follows: | |||||||||||||||||||||
Year ending June 30, | |||||||||||||||||||||
Amount | |||||||||||||||||||||
2014 (3 months) | $ | 12,500 | |||||||||||||||||||
2015 | 51,000 | ||||||||||||||||||||
2016 | 53,000 | ||||||||||||||||||||
2017 | 55,000 | ||||||||||||||||||||
2018 | 56,000 | ||||||||||||||||||||
Thereafter | 77, 000 | ||||||||||||||||||||
Total | $ | 304,500 | |||||||||||||||||||
Rental expenses for the periods were as follows: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Rent expense | $ | 55,745 | $ | 16,079 | $ | 21,169 | $ | 10,366 | $ | 87,849 |
Related_Party_Transaction
Related Party Transaction | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Related Party Transaction | ' | ||||||||||||||||||||
Related Party Transaction | ' | ||||||||||||||||||||
Note 10 – Related Party Transaction | |||||||||||||||||||||
The Company’s Chief Executive Officer has loaned the Company a total of $169,282 of which $12,500 has been repaid. The loan is interest free and there is no maturity date. | |||||||||||||||||||||
During the nine and three months period ended March 31, 2014 and 2013, and from October 13, 2009 (Inception) to March 31, 2014, the Company paid fees to related and former related parties associated with capital raising activities and related consulting fees, as follows: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
Direct Offering Cost | 2014 | 2013 | 2014 | 2013 | 31-Mar-14 | ||||||||||||||||
Finder Fees - Related Parties | $ | — | $ | — | $ | — | $ | — | $ | 22,295 | |||||||||||
Finder Fees - Former Related Parties | 131,056 | 102,531 | — | — | 796,991 | ||||||||||||||||
During the nine and three months ended March 31, 2014 and 2013, and from October 13, 2009 (Inception) to March 31, 2014, 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 during the periods are as follows: | |||||||||||||||||||||
Consulting Fees | Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Related Parties | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 62, 900 | |||||||||||
Former Related Parties | 146,621 | 173,336 | 0 | 0 | 1,455,402 | ||||||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Subsequent Events | ' | ||||||||
Subsequent Events | ' | ||||||||
Note 11 – Subsequent Events | |||||||||
(A) Common Stock | |||||||||
Subsequent to March 31, 2014, the Company issued the following shares of common stock: | |||||||||
Transaction Type | Quantity Stock | Valuation | |||||||
Services – third parties (2) common stock | 4,210 | $ | 583 | ||||||
Conversion of Series B Preferred stock | 1,240,350 | 0 | |||||||
Sale of Common Stock and Warrants (1) | 591,332 | 435,000 | |||||||
1,835,892 | $ | 435,583 | |||||||
-1 | ECHI issued units, containing common stock and warrants, at prices ranging from $.60 to $1 per unit. 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. | ||||||||
Effective April 1, 2014, the Company entered into an agreement with an individual to provide advisory services to the Company’s Board of Directors. The agreement provides for the immediate issuance of 100,000 restricted shares of the Company’s common stock that will vest ratably over 2 years. Accordingly, these shares will be shown as issued but not outstanding until earned. | |||||||||
(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 or rescind their subscription agreement. As of May 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. |
Significant_Accounting_Policie
Significant Accounting Policies (POLICIES) | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Significant Accounting Policies: | ' | ||||||||||||||||||||
Expense Classifications, Policy | ' | ||||||||||||||||||||
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, Policy | ' | ||||||||||||||||||||
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, Policy | ' | ||||||||||||||||||||
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, Policy | ' | ||||||||||||||||||||
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, Policy | ' | ||||||||||||||||||||
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 $9,599 and $214,483 at March 31, 2014 and June 30, 2013, respectively. | |||||||||||||||||||||
Property and Equipment,Policy | ' | ||||||||||||||||||||
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 nine months ended March 31, 2014 and March 31, 2013, and since inception. | |||||||||||||||||||||
Intangible Assets, Policy | ' | ||||||||||||||||||||
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 nine months ended March 31, 2014 and March 31, 2013, and since inception. | |||||||||||||||||||||
Advertising and Marketing Expense, Policy | ' | ||||||||||||||||||||
Advertising and Marketing Expense | |||||||||||||||||||||
The Company’s policy is to expense advertising and marketing costs as incurred. Advertising and marketing expenses are as follows: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Advertising | $ | 59,234 | $ | 25,959 | $ | 3,505 | $ | 17,997 | $ | 116,879 | |||||||||||
Marketing | 431,864 | 277,745 | 55,989 | 150,332 | 1,029,490 | ||||||||||||||||
$ | 491,098 | $ | 303,704 | $ | 59,494 | $ | 168,329 | $ | 1,146,369 | ||||||||||||
Income Tax, Policy | ' | ||||||||||||||||||||
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 nine months period ended March 31, 2014 and 2013, and from October 13, 2009 (Inception) to March 31, 2014. | |||||||||||||||||||||
Revenue Recognition, Policy | ' | ||||||||||||||||||||
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. Moving forward, the Company's arrangements will 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. | |||||||||||||||||||||
Compensation Related Costs, Policy | ' | ||||||||||||||||||||
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, Policy | ' | ||||||||||||||||||||
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 (Note 11): | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants - ECI | 10,000 | 2,480,500 | |||||||||||||||||||
Common stock warrants - ECHI | 3,777,145 | 790,377 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 130 | 890 | |||||||||||||||||||
Total common stock equivalents | 3,787,275 | 3,272,245 | |||||||||||||||||||
Fair Market Value of Financial Instruments, Policy | ' | ||||||||||||||||||||
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 March 31, 2014 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. |
Schedule_of_Accounting_Policie
Schedule of Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Schedule of Accounting Policies: | ' | ||||||||||||||||||||
Schedule of property lives | ' | ||||||||||||||||||||
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 | ||||||||||||||||||||
Schedule of Earnings Per Share | ' | ||||||||||||||||||||
The Company had the following potential common stock equivalents (Note 11): | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Common stock warrants - ECI | 10,000 | 2,480,500 | |||||||||||||||||||
Common stock warrants - ECHI | 3,777,145 | 790,377 | |||||||||||||||||||
Unvested stock grants - ECI | 0 | 478 | |||||||||||||||||||
Unvested stock grants - ECHI | 130 | 890 | |||||||||||||||||||
Total common stock equivalents | 3,787,275 | 3,272,245 | |||||||||||||||||||
Schedule of Advertising 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: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Advertising | $ | 59,234 | $ | 25,959 | $ | 3,505 | $ | 17,997 | $ | 116,879 | |||||||||||
Marketing | 431,864 | 277,745 | 55,989 | 150,332 | 1,029,490 | ||||||||||||||||
$ | 491,098 | $ | 303,704 | $ | 59,494 | $ | 168,329 | $ | 1,146,369 |
Schedule_of_Property_and_Equip
Schedule of Property and Equipment (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of Property and Equipment: | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consist of the following: | |||||||||
31-Mar-14 | 30-Jun-13 | ||||||||
Equipment | $ | 172,348 | $ | 169,204 | |||||
Furniture & Fixtures | 72,118 | 72,118 | |||||||
Leasehold Improvements | 79,793 | 68,142 | |||||||
Computer Software | 3,000 | 3,000 | |||||||
Less: Accumulated Depreciation | (90,131 | ) | (41,143 | ) |
Schedule_of_Intangible_Assets_
Schedule of Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Schedule of Intangible Assets: | ' | ||||||||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
31-Mar-14 | 30-Jun-13 | ||||||||||||||||||||
Domain names | $ | 298,389 | $ | 298,389 | |||||||||||||||||
Website development costs | 183,667 | 157,813 | |||||||||||||||||||
Less: Accumulated amortization | (42,280 | ) | (15,453 | ) | |||||||||||||||||
$ | 439,776 | $ | 440,749 | ||||||||||||||||||
Amortization expense for the periods was as follows: | |||||||||||||||||||||
Nine Months Ended March 31 | Three Months Ended March 31 | October 13, 2009(Inception) to | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 31-Mar-14 | |||||||||||||||||
Amortization expense | $ | 26,827 | $ | 1,250 | $ | 9,266 | $ | 1,250 | $ | 42,280 |
Schedule_of_Future_Minimum_Ren
Schedule of Future Minimum Rental Payments (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Schedule of Future Minimum Rental Payments: | ' | ||||
Schedule of Future Minimum Rental Payments | ' | ||||
At March 31, 2014 the future rental commitments are approximately as follows: | |||||
Year ending June 30, | |||||
Amount | |||||
2014 (3 months) | $ | 12,500 | |||
2015 | 51,000 | ||||
2016 | 53,000 | ||||
2017 | 55,000 | ||||
2018 | 56,000 | ||||
Thereafter | 77, 000 | ||||
Total | $ | 304,500 |
Schedule_of_common_stock_issue
Schedule of common stock issues (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of common stock issues: | ' | ||||||||
Schedule of common stock issues | ' | ||||||||
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 | ||||||
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 |
Acquisition_of_Barossa_Coffee_
Acquisition of Barossa Coffee Company as a Reverse Recapitalization (Details) (USD $) | Aug. 30, 2012 |
Acquisition of Barossa Coffee Company as a Reverse Recapitalization | ' |
Shares of common stock of BCCI issued to ECI in exchange | 4,260,690 |
ECI's issued and outstanding common stock acquired by BCCI | $15,570,077 |
Percentage of acquisition by BCCI | 84.73% |
Issue of restricted shares of newly issued common stock of BCCI | 3,894,668 |
Exchange ratio of newly issued shares of BCCI common stock for every one share of ECI common stock | $0.25 |
Percentage of common stock issued to former ECI stockholders | 89.20% |
Pursuant to the Exchange Agreement, as extended, ECI paid a total of amount | 245,000 |
BCCI in seven scheduled payments, including a final payment | 165,000 |
BCCI used an amount to redeem and cancel the shares | 215,000 |
BCCI used the remaining to pay certain consultants for services rendered | 30,000 |
ECI also paid total extension penalties to BCCI as of closing | $37,539 |
Shares of its pre-exchange common stock from the Principal BCCI Stockholders redeemed | 4,260,690 |
History_of_financial_stability
History of financial stability (Details) (In Millions) (USD $) | Mar. 31, 2014 |
History of financial stability | ' |
Since inception the Company has incurred a net loss of approximately | $8.80 |
Net cash used in operations of approximately | 7.7 |
The Company has a working capital deficit of approximately | $1.20 |
Advertising_and_marketing_expe
Advertising and marketing expenses (Details) (USD $) | 3 Months Ended | 9 Months Ended | 54 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Advertising and marketing expenses | ' | ' | ' | ' | ' |
Advertising | $3,505 | $17,997 | $59,234 | $25,959 | $116,879 |
Marketing | 55,989 | 150,332 | 431,864 | 277,745 | 1,029,490 |
Total Advertising and marketing expenses | $59,494 | $168,329 | $491,098 | $303,704 | $1,146,369 |
Potential_common_stock_equival
Potential common stock equivalents (Details) | Mar. 31, 2014 | Jun. 30, 2013 |
Potential common stock equivalents | ' | ' |
Common stock warrants - ECI | 10,000 | 2,480,500 |
Common stock warrants - ECHI | 3,777,145 | 790,377 |
Unvested stock grants - ECI | 0 | 478 |
Unvested stock grants - ECHI | 130 | 890 |
Total common stock equivalents | 3,787,275 | 3,272,245 |
Property_and_equipment_consist
Property and equipment consist of the following (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
Property and equipment consist of the following | ' | ' |
Equipment | $172,348 | $169,204 |
Furniture & Fixtures | 72,118 | 72,118 |
Leasehold Improvements | 79,793 | 68,142 |
Computer Software | 3,000 | 3,000 |
Less: Accumulated Depreciation | -90,131 | -41,143 |
Total Property and equipment | $237,128 | $271,321 |
The_estimated_future_amortizat
The estimated future amortization expense of in service website development costs (Details) (USD $) | Mar. 31, 2014 |
The estimated future amortization expense of in service website development costs | ' |
For the year ending June 30, 2014 for three months | $10,000 |
For the year ending June 30, 2015 | 37,000 |
For the year ending June 30, 2016 | 46,000 |
Total estimated future amortization expense | $93,000 |
Borrowings_from_Asher_Enterpri
Borrowings from Asher Enterprises (Details) (USD $) | Mar. 31, 2014 | Jan. 28, 2014 | Dec. 17, 2013 |
Borrowings from Asher Enterprises | ' | ' | ' |
Funds borrowed from Asher Enterprises | ' | $42,500 | $83,500 |
Legal costs on borrowings | ' | 2,500 | 3,500 |
The note bears interest at a rate per annum from the issuance date | ' | 8.00% | 8.00% |
Default interest rate per annum | ' | 22.00% | 22.00% |
Time period in days for conversion of debt | ' | 180 | 180 |
Percentage of payment to be made in the event of option of prepayment | ' | '0.0000 | '0.0000 |
Funds borrowed from third parties under promissory notes | 415,000 | ' | ' |
Accrued interest on funds from third parties under promissory notes | $21,522 | ' | ' |
Future_rental_commitments_are_
Future rental commitments are approximately as follows (Details) (USD $) | Mar. 31, 2014 |
Future rental commitments are approximately as follows: | ' |
Future rental commitments for Year ending June 30, 2014 for three months | $12,500 |
Future rental commitments for Year ending June 30, 2015 | 51,000 |
Future rental commitments for Year ending June 30, 2016 | 53,000 |
Future rental commitments for Year ending June 30, 2017 | 55,000 |
Future rental commitments for Year ending June 30, 2018 | 56,000 |
Total Future rental commitments | $304,500 |
Rental_expenses_for_the_period
Rental expenses for the periods were as follows (Details) (USD $) | 3 Months Ended | 9 Months Ended | 54 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Rental expenses for the periods were as follows | ' | ' | ' | ' | ' |
Rent expense | $21,169 | $10,366 | $55,745 | $16,079 | $87,849 |
Related_parties_payments_of_co
Related parties payments of costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | 54 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Direct Offering Cost | ' | ' | ' | ' | ' |
Finder Fees - Related Parties | $0 | $0 | $0 | $0 | $22,295 |
Finder Fees - Former Related Parties | 0 | 0 | 131,056 | 102,531 | 796,991 |
Consulting Fees - Related Parties | 0 | 0 | 0 | 0 | ' |
Consulting Fees - Former Related Parties | $0 | $0 | $146,621 | $173,336 | $1,455,402 |
Preferred_stock_transactions_D
Preferred stock transactions (Details) (USD $) | Mar. 31, 2014 | Jul. 26, 2013 | 1-May-13 | Jun. 30, 2012 |
Preferred Stock ECI | ' | ' | ' | ' |
Shares of Preferred Stock authorized | ' | ' | ' | 1,000,000 |
Shares of Preferred Stock par value per share | ' | ' | ' | $0.00 |
Shares designated as Series A and were issued to the CEO | ' | ' | ' | 1,000,000 |
Series A Preferred Stock was valued for the fair value of services rendered | ' | ' | ' | $71,600 |
Shares of a newly designated series of stock | ' | ' | 25,013 | ' |
ECI Series A Preferred Shares owned by the CEO exchanged | ' | ' | 100,000 | ' |
Each of the New Preferred Shares entitles the CEO to have votes | ' | ' | 500 | ' |
Total votes CEO have through his ownership of shares of the Company's common stock | ' | ' | 12,506,500 | ' |
Series B Convertible Preferred Stock | ' | 434,554 | ' | ' |
The fair value of the shares resulting in a dividend | ' | $3,007,114 | ' | ' |
Series B Preferred Shares were converted in to common shares | 5,575,900 | ' | ' | ' |
Series B Preferred Shares were converted | 111,518 | ' | ' | ' |
Common_stock_issues_Details
Common stock issues (Details ) (USD $) | Mar. 31, 2014 |
Quantity | ' |
Services - related parties (1) | 89,112 |
Services - related parties (1) | 89,112 |
Cash - third parties | 3,431 |
Cash - related party | 68,788 |
Cash - third parties | 111,595 |
Direct offering costs - third parties (2) | $3,127 |
Services - related party (2) | 1,668 |
Services - third parties (1) | 5,836 |
Services - third parties (1) | 261 |
Total common stock issues | 191,275 |
Valuation | ' |
Services - related parties (1) | 4,275 |
Services - related parties (1) | 4,275 |
Cash - third parties | 102,101 |
Cash - related party | 950,000 |
Cash - third parties | 2,867,705 |
Direct offering costs - third parties (2) | $96,000 |
Services - related party (2) | 60,000 |
Services - third parties (1) | 182,199 |
Services - third parties (1) | 6,449 |
Total common stock issues | 4,162,353 |
Restricted_stock_Granted_Detai
Restricted stock Granted (Details) | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Restricted stock Granted | ' | ' | ' | ' |
Restricted stock of 521 Granted in Feb, 2012 | 0 | 173 | 261 | 87 |
Restricted stock of 782 Granted in march, 2012 | 0 | 137 | 516 | 129 |
Restricted stock of 27,079 Granted in may, 2012 | 0 | 0 | 24,996 | 2,083 |
Restricted stock of 521 Granted in September. 2012 | 62 | 264 | 195 | 0 |
Restricted stock of 28,903 Granted | 62 | 574 | 25,968 | 2,299 |
Subsequent_transactions_Detail
Subsequent transactions (Details) (USD $) | 11-May-14 | Apr. 01, 2014 |
Subsequent transactions | ' | ' |
ECHI issued units, containing common stock and warrants, at prices | ' | 'ranging from .60 to 1 per unit |
Warrants exercise price per share | ' | $1 |
Number of shares issued for third party services | ' | 4,210 |
Value of shares issued for third party services | ' | $583 |
Conversion of Series B Preferred stock | ' | 1,240,350 |
Value of Conversion of Series B Preferred stock | ' | 0 |
Sale of Common Stock and Warrants | ' | 591,332 |
Value of Sale of Common Stock and Warrants | ' | 435,000 |
Total of subsequent issues in shares | ' | 1,835,892 |
Total of subsequent issues in value | ' | 435,583 |
The agreement provides for the immediate issuance of restricted shares of the Company's common stock | ' | 100,000 |
Maximum amount of shares of ECI that may be rescinded is approximately | 355,000 | ' |
Amount required by the Company to pay approximately | $206,000 | ' |