3. Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2014 |
Accounting Policies: | |
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. |
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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, 2014, 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, 2014 and 2013. The financial information as of June 30, 2014, is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended June 30, 2014. The interim results for the six months ended December 31, 2014, are not necessarily indicative of the results to be expected for the year ending June 30, 2015, or for any future interim periods. |
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New Accounting Pronouncements |
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Except as set forth below, management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying unaudited consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
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In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. The Company has elected to adopt the provisions of this ASU early, accordingly all of the past disclosures and presentations on development stage accounting have been eliminated. |
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Principles of Consolidation |
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The financial statements are presented on a consolidated basis for ECHI and ECI, and the resulting non-controlling interest in ECI. All intra-company transactions have been eliminated on consolidation. |
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Use of Estimates |
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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. |
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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. |
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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 |
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The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
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Concentration of Credit Risk |
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The Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in noninterest-bearing transaction accounts are insured up to a maximum of $250,000 at all FDIC-insured institutions. |
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Cash and Cash Equivalents |
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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 $7,484 and $8,303 at December 31, 2014 and June 30, 2014, respectively. |
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Property and Equipment |
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Property and equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. |
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Depreciation is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: |
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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 | | | | | | | | | | | | | | | |
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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, 2014 and 2013. |
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Intangible Assets |
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The Company’s intangible assets consist of website development costs and domain names. |
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The Company accounts for website development costs in accordance with Accounting for Website Development Costs, wherein website development costs are segregated into three activities: |
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| 1) | Initial stage (planning), whereby the related costs are expensed. | | | | | | | | | | | | | | |
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| 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. | | | | | | | | | | | | | | |
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| 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. | | | | | | | | | | | | | | |
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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, 2014 and 2013. |
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Derivative Instruments |
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The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. As of December 31, 2014, the derivative liabilities were $2,407. |
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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: |
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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. |
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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. |
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Advertising and Marketing Expense |
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The Company’s policy is to expense advertising and marketing costs as incurred. Advertising and marketing expenses was as follows: |
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| | Three Months Ended | | | Six Months Ended | |
31-Dec | 31-Dec |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Advertising | | $ | 0 | | | $ | 33,496 | | | $ | 0 | | | $ | 55,729 | |
Marketing | | | 2,072 | | | | 174,348 | | | | 9,616 | | | | 375,875 | |
| | $ | 2,072 | | | $ | 207,844 | | | $ | 9,616 | | | $ | 431,604 | |
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Income Taxes |
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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. |
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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. |
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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 ended December 31, 2014 and 2013. |
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Share Based Payment Arrangements |
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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. |
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Net Loss Per Share |
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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. |
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The Company had the following potential common stock equivalents: |
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| | 31-Dec-14 | | | 30-Jun-14 | | | | | | | | | |
Common stock warrants – ECI | | | 10,000 | | | | 10,000 | | | | | | | | | |
Common stock warrants - ECHI | | | 8,691,692 | | | | 5,061,976 | | | | | | | | | |
Unvested stock grants - ECHI | | | 62,497 | | | | 87,499 | | | | | | | | | |
Total common stock equivalents | | | 8,764,189 | | | | 5,159,475 | | | | | | | | | |
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Fair Market Value of Financial Instruments |
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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. |
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The following are the hierarchical levels of inputs to measure fair value: |
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Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. |
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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. |
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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 accounts payable, accrued liabilities, notes payable, and convertible note. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of December 31, 2014 and June 30, 2014, respectively due to the short-term nature of these instruments and the Company’s borrowing rate of interest. |
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Reclassifications |
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Certain items have been reclassified to conform to the current period’s presentation. |