Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2014 | |
Details | |||
Registrant Name | MV PORTFOLIOS, INC. | ||
Registrant CIK | 1,363,573 | ||
SEC Form | 10-K | ||
Period End date | Jun. 30, 2015 | ||
Fiscal Year End | --06-30 | ||
Trading Symbol | mvp | ||
Tax Identification Number (TIN) | 830,483,725 | ||
Number of common stock shares outstanding | 84,230,628 | ||
Public Float | $ 1,664,825 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | No | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 2850 Isabella boulevard | ||
Entity Address, Address Line Two | Suite 50 | ||
Entity Address, City or Town | Jacksonville Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32,250 | ||
City Area Code | 904 | ||
Local Phone Number | 903-4504 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets: | ||
Cash | $ 8,508 | $ 1,468,401 |
Prepaid expenses | 0 | 280,880 |
Debt Issuance Costs, Current, Net | 0 | 689,556 |
Assets, Current | 8,508 | 2,438,837 |
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 0 | 3,608 |
Assets | 8,508 | 2,442,445 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,364,426 | 640,364 |
Derivative liabilities | 11,700 | 2,365,315 |
Convertible notes | 0 | 3,959,995 |
Total current liabilities | 1,376,126 | 6,965,674 |
Convertible notes, net of unamortized discounts of $211,543 | 0 | 113,457 |
Total liabilities | 1,376,126 | 7,079,131 |
Stockholders' deficit: | ||
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 11,026,013 shares issued and outstanding | 24,872 | 11,026 |
Additional paid-in capital | 20,906,276 | (76,214) |
Retained Earnings (Accumulated Deficit) | (22,298,998) | (4,579,498) |
Total stockholders' deficit | (1,367,618) | (4,636,686) |
Total liabilities and stockholders' deficit | 8,508 | 2,442,445 |
Total stockholders' deficit attributable to MV Portfolios, Inc. | (1,355,047) | (4,636,686) |
Stockholders' Equity Attributable to Noncontrolling Interest | (12,571) | 0 |
Series A Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 8,000 | 8,000 |
Series B Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 749 | 0 |
Series C Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 4,034 | 0 |
Series D Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | $ 20 | $ 0 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument, Unamortized Discount | $ 0 | $ 211,543 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 24,872,211 | 11,026,013 |
Common Stock, Shares, Outstanding | 24,872,211 | 11,026,013 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 8,000,000 | 8,000,000 |
Preferred Stock, Shares Outstanding | 8,000,000 | 8,000,000 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,592,238 | 3,592,238 |
Preferred Stock, Shares Issued | 749,740 | 749,740 |
Preferred Stock, Shares Outstanding | 749,740 | 749,740 |
Series C Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 4,032,977 | 0 |
Preferred Stock, Shares Outstanding | 4,032,977 | 0 |
Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 20,000 | 0 |
Preferred Stock, Shares Outstanding | 20,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Expenses: | ||
General and administrative | $ 15,446,459 | $ 1,484,776 |
Loss from operations | 15,446,459 | 2,559,816 |
Acquisition Costs, Period Cost | 0 | 1,075,040 |
Other income (expenses): | ||
Interest expense | (4,629,943) | (932,877) |
Gain on change in fair value of derivative liabilities | 2,353,615 | (1,214,860) |
Total other expenses, net | (2,276,328) | (2,147,704) |
Interest Income, Other | 0 | 33 |
Loss from continuing operations | (17,722,787) | (4,707,520) |
Loss from discontinued operations | (3,608) | (215,703) |
Net loss | (17,726,395) | (4,923,223) |
Net loss attributable to noncontrolling interest | (6,895) | 0 |
Net loss attributable to MV Portfolios, Inc. | $ (17,719,500) | $ (4,923,223) |
Basic and diluted net loss per share: | ||
Loss from continuing operations per share | $ (0.85) | $ (1.09) |
Loss from discontinued operations per share | 0 | (0.05) |
Net loss per share | $ (0.85) | $ (1.14) |
Weighted average number of common shares outstanding - basic and diluted | 20,955,822 | 4,323,137 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | MV Patents, LLC | MV Portfolios, Inc. and Subsidiaries | Common StockMV Patents, LLC | Common StockMV Portfolios, Inc. and Subsidiaries | Additional Paid-in CapitalMV Patents, LLC | Additional Paid-in CapitalMV Portfolios, Inc. and Subsidiaries | Member UnitsMV Patents, LLC | Member UnitsMV Portfolios, Inc. and Subsidiaries | Retained EarningsMV Patents, LLC | Retained EarningsMV Portfolios, Inc. and Subsidiaries | Noncontrolling InterestMV Patents, LLC | Noncontrolling InterestMV Portfolios, Inc. and Subsidiaries | Series A Preferred StockMV Patents, LLC | Series A Preferred StockMV Portfolios, Inc. and Subsidiaries | Series B Preferred StockMV Patents, LLC | Series B Preferred StockMV Portfolios, Inc. and Subsidiaries | Series C Preferred StockMV Patents, LLC | Series C Preferred StockMV Portfolios, Inc. and Subsidiaries | Series D Preferred StockMV Patents, LLC | Series D Preferred StockMV Portfolios, Inc. and Subsidiaries |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jun. 30, 2013 | $ (1,370,844) | $ 0 | $ 0 | $ (1,370,884) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Shares, Outstanding, Beginning Balance at Jun. 30, 2013 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Contribution by noncontrolling interest | 150,000 | $ 0 | 0 | 150,000 | 0 | 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (343,725) | $ (4,579,498) | 0 | $ 0 | 0 | $ 0 | (343,725) | $ 0 | 0 | $ (4,579,498) | 0 | $ 0 | 0 | $ 0 | 0 | $ 0 | 0 | $ 0 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2014 | $ (1,564,569) | (4,636,686) | $ 0 | 11,026 | $ 0 | (76,214) | $ (1,564,569) | 0 | $ 0 | (4,579,498) | $ 0 | 0 | $ 0 | 8,000 | $ 0 | 0 | $ 0 | $ 0 | 0 | |
Shares issued in reverse merger | (1,179,158) | 1,501 | (1,202,659) | 0 | 0 | 0 | 22,000 | 0 | 0 | |||||||||||
Conversion of Series A preferred stock to common stock | 0 | 140 | 13,860 | 0 | 0 | 0 | (14,000) | 0 | 0 | |||||||||||
Warrants issued for deferred financing costs | 1,120,970 | 0 | 1,120,970 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||
Stockholder contribution | 1,000 | $ 0 | 1,000 | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2014 | 11,026,013 | 8,000,000 | 0 | 0 | 0 | |||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (17,726,395) | $ 0 | 0 | 0 | (17,719,500) | (6,895) | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2015 | (1,367,618) | $ 24,872 | 20,906,276 | 0 | (22,298,998) | (12,571) | $ 8,000 | $ 749 | $ 4,034 | $ 20 | ||||||||||
Shares, Outstanding, Ending Balance at Jun. 30, 2015 | 24,872,211 | 8,000,000 | 749,740 | 4,032,977 | 20,000 | |||||||||||||||
Conversion of notes to Series C preferred stock | 3,858,579 | $ 0 | 3,850,861 | 0 | 0 | 0 | $ 0 | $ 0 | $ 7,718 | $ 0 | ||||||||||
Conversion of notes to Series B preferred stock | 351,270 | 0 | 347,758 | 0 | 0 | 0 | 0 | 3,512 | 0 | 0 | ||||||||||
Series B preferred stock issued for liabilities | 300,000 | 0 | 299,920 | 0 | 0 | 0 | 0 | 80 | 0 | 0 | ||||||||||
Series D preferred stock issued for services | 40,000 | 0 | 39,980 | 0 | 0 | 0 | 0 | 0 | 0 | 20 | ||||||||||
Common stock issued for exchange of warrants | 0 | 4,000 | (4,000) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Conversion of Series C preferred stock to common stock | 0 | 3,684 | 0 | 0 | 0 | 0 | 0 | 0 | (3,684) | 0 | ||||||||||
Common stock issued for services | 4,022,000 | 2,850 | 4,019,150 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Conversion of Series B preferred stock to common stock | 0 | 2,843 | 0 | 0 | 0 | 0 | 0 | (2,843) | 0 | 0 | ||||||||||
Common stock issued to related party for mining rights | 450,000 | 300 | 449,700 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Common stock issued for liabilities | 339,009 | 169 | 338,840 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Warrants issued for services | 305,837 | 0 | 305,837 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Beneficial conversion feature | 3,660,000 | 0 | 3,660,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Options expense | 7,518,768 | 0 | 7,518,768 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Contribution by noncontrolling interest | $ 150,000 | $ 0 | $ 155,676 | $ 0 | $ 0 | $ (5,676) | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (17,726,395) | $ (4,923,223) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 441 | 734 |
Impairment of mining rights | 450,000 | 0 |
Loss on disposal of assets held for sale | 3,167 | 0 |
Amortization of debt discounts and deferred financing | 561,099 | 758,490 |
Gain on change in fair value of derivative liabilities | (2,353,615) | 1,214,860 |
Options expense | 7,518,768 | 0 |
Common stock issued for services | 4,062,000 | 0 |
Warrants issued for services | 305,837 | 0 |
Loss on common stock issued for liabilities | 229,850 | 0 |
Loss on Series B preferred stock issued for liabilities | 220,470 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 280,880 | (266,510) |
Accounts payable and accrued expenses | 1,137,605 | 696,033 |
Net cash used in operating activities | (1,309,893) | (2,456,116) |
Settlement of legal fees through issuance of convertible notes | 0 | 25,000 |
Deferred offering costs | 0 | 38,500 |
Net Cash Provided by (Used in) Investing Activities | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 209,392 |
Cash flows from financing activities: | ||
Repayment of convertible notes | (300,000) | 0 |
Proceeds from participation notes | 0 | 20,000 |
Net cash (used) provided by financing activities | (150,000) | 3,712,602 |
Contribution by noncontrolling interest | 150,000 | 0 |
Stockholder contributions | 0 | 2,757 |
Proceeds from related party debt | 0 | (295,150) |
Proceeds from issuing debt | 0 | 3,934,995 |
Proceeds from demand note | 0 | 50,000 |
Net increase (decrease) in cash | (1,459,893) | 1,465,878 |
Cash, beginning of period | 1,468,401 | 2,523 |
Cash, end of period | 8,508 | 1,468,401 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 15,000 | 0 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes to Series C preferred stock | 3,660,000 | 0 |
Beneficial conversion feature | 3,660,000 | 0 |
Common stock issued to related party for mining rights | 450,000 | 0 |
Common stock issued for exchange of warrants | 4,000 | 0 |
Conversion of Series C preferred stock to common stock | 3,684 | 0 |
Conversion of convertible notes to Series B | 325,000 | |
Common stock issued for liabilities | 339,009 | 0 |
Series B preferred stock issued for liabilities | 300,000 | 0 |
Conversion of accrued interest to Series C preferred stock | 198,578 | 0 |
Conversion of Series B preferred stock to common stock | 2,843 | 0 |
Conversion of accrued interest to Series B preferred stock | 26,271 | 0 |
Shares issued in reverse merger, net of cash received | 0 | 1,388,550 |
Conversion of Series B preferred stock to common stock | 0 | 14,000 |
Warrants issued for deferred financing costs | $ 0 | $ 1,120,970 |
1. General Organization and Bus
1. General Organization and Business | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
1. General Organization and Business | 1. General Organization and Business MV Portfolios, Inc. and subsidiaries (collectively the “Company”) is a Nevada corporation. The Company was an exploration stage mining company with a focus on the identification, acquisition and development of rare and precious metals mining properties in the Americas. On February 7, 2014, the Company entered into a securities exchange agreement (the “Securities Exchange”) with MVP Portfolio, LLC (“MVP Portfolio”), a Florida limited liability company, MV Patents, LLC (“MV Patents”), a Florida limited liability company and majority member of MVP Portfolio, and other members of MVP Portfolio (all such members collectively, the “Members”). Pursuant to the Securities Exchange, the Members sold all of their membership interests in MVP Portfolio to the Company in exchange for an aggregate of 9,385,000 shares of common stock, $0.10 par value per share, after taking into account the 1 for 100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. Following the Securities Exchange, the Company assumed the additional line of business of MVP Portfolio. The Securities Exchange was consummated in anticipation of a 1 for 100 Reverse Split. As the share exchange is dependent upon the Reverse Split, all share and per share amounts herein have been retroactively restated to reflect the 1 for 100 Reverse Split as if it has been effected during all periods presented. MV Patents, formed on July 11, 2011 has limited operations. MVP Portfolio was formed on July 26, 2013 as a wholly owned subsidiary of MV Patents. On August 30, 2013, MV Patents transferred a portion of its patents without recourse to MVP Portfolio. Pursuant to the Securities Exchange on February 7, 2014, MVP Portfolio ceased to be a subsidiary of MV Patents and became a wholly owned subsidiary of the Company. MV Patents is deemed to be the predecessor entity to MVP Portfolio. On March 6, 2014, MVP Portfolio changed its form of organization to a Florida corporation from a Florida limited liability company, and changed its name to Visual Real Estate, Inc. (“VRE”). VRE has historically maintained a June 30 fiscal year, through MV Patents, the predecessor business to MVP Portfolio. VRE has not commenced its planned principal operations, the business of patent licensing and assertion of rights under patents against parties believed to be selling goods or services that rely upon VRE’s patented technology. VRE owns a patent portfolio it refers to as “Video Drive-by” and online mapping, which has previously been used by its predecessors and licensees commercially. VRE currently owns a patent portfolio consisting of eight (8) issued and sixteen (16) pending patents. The patents disclose systems and methods for providing video drive-by data to enable a street level view of a neighborhood surrounding a geographic location. The systems include, generally, a video and data server farm incorporating at least one (1) video storage server that stores video image files containing video drive-by data corresponding to a geographic location, a data base server that processes a data query received from a user over the internet and an image processing server. VRE’s activities since inception have consisted principally of acquiring additional technology patents and raising capital. The Securities Exchange was accounted for as a reverse recapitalization, such that MVP Portfolio (VRE as of March 6, 2014), the legal acquiree, is considered the acquirer for accounting purposes and VRE is treated as the surviving and continuing entity. Pursuant to the Securities Exchange, the pre-Securities Exchange exploration stage mining business will be discontinued, and the business of VRE will be continued. In addition, VRE’s management has assumed operational, management and governance control of the Company. The accounting for a reverse recapitalization is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. The fair value of the consideration effectively transferred in a reverse recapitalization is equal to the net tangible assets (liabilities) assumed. The net liabilities of the Company retained subsequent to the transaction were as follows: Cash $ 209,392 Other assets 18,712 Accounts payable and accrued expenses (168,325) Notes payable (88,482) Derivative liabilities (1,150,455) Net liabilities retained (1,179,158) Subsequent to the Securities Exchange, the Company changed its fiscal year end to June 30, which is VRE’s year end. On November 20, 2014, the Company formed a wholly owned subsidiary, Flexine, Inc., which will explore productization potential from a patent from Harvard University for a novel material that may be used to create a unique variable focus lens for SmartPhone cameras. On November 20, 2014, the Company formed a wholly owned subsidiary, ResoCator, Inc.(which name was changed to LocatorX, Inc. in March 2016), which will explore productization potential from a patent from the University of Oxford for a Miniature Atomic Clock (“MAC”). MV Portfolios, Inc. has signed an option agreement for US Patent 82217724 with ISIS Innovations (University of Oxford’s patent licensing company). |
2. Summary of Significant Accou
2. Summary of Significant Accounting Principles | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
2. Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Principles of Consolidation The results of operations and cash flows for the year ended June 30, 2015 include the consolidated results of operations and changes in cash flows of MV Portfolios, Inc. and Subsidiaries which includes Flexine, Inc. (non-active), Visual Real Estate Inc. (wholly owned), and LocatorX, Inc. (formerly named ResoCator, Inc.). LocatorX, Inc. was formed as a wholly-owned subsidiary and has subsequently added additional investors. As of June 30, 2015, the Company owns 89.70% of LocatorX, Inc. All material intercompany balances and transactions have been eliminated. The financial position, operating results and cash flows presented herein for the periods prior to February 7, 2014, represent those of MV Patents, the predecessor entity. The financial position, operating results and cash flows presented herein for the periods subsequent to February 6, 2014, represent those of the Company and VRE (formerly MVP Portfolio), collectively the successor entity. The results of operations and cash flows for the year ended June 30, 2014 include the combined results of operations and changes in cash flows of MV Patents from July 1, 2013 through February 6, 2014 and the consolidated results of operations of MV Portfolios, Inc. and Subsidiaries (including (i) the CompanyÂ’s wholly owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico, and included in discontinued operations as of and for the periods ending June 30, 2014 and (ii) VRE) for the period February 7, 2014 through June 30, 2014. All material intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2015 and 2014, and the reported revenues and expenses for the years then ended. Actual results could differ from those estimates made by management. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all instruments with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Property and Equipment The CompanyÂ’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle. The vehicle was used in the mining operations and is classified as assets held for sale from discontinued operations. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations. Deferred Offering and Financing Costs The Company incurred direct incremental costs associated with procuring financing. These costs are deferred and recorded as an asset, and will be amortized over the life of the debt. Intangible Assets The Company has several patent portfolios. As of June 30, 2015 and 2014, no value has been assigned to the patents. The main patents in the portfolio were transferred to MV Patents, the predecessor business to VRE, by a member on July 25, 2011, for the consideration of $1 without recourse. The patents were transferred to VRE on August 30, 2013 without recourse. As such, the patents are recorded at historical cost, which was deemed to be zero at the time of transfer. Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company used a probability-weighted scenario analysis model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with Financial Accounting Services Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging Fair Value Measurements The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718 , Compensation - Stock Compensation Equity-Based Payments to Non-Employees Net Earnings (Loss) per Common Share Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the years ended June 30, 2015 and 2014, a net loss was reported and the Company excluded options and outstanding warrants to purchase shares of common stock, as the effect would be anti-dilutive. Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the CompanyÂ’s financial position and results of operations for the current period. Future realization of the deferred tax asset depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. At June 30, 2015, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2015 and June 30, 2014, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. Acquisition-Related Costs During the year ended June 30, 2014, the Company incurred certain costs related to the Securities Exchange (See Note 1). Those costs included legal, travel, and other professional or consulting fees. The Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations Reclassifications Certain amounts in the prior period have been reclassified to conform to the current periodÂ’s financial statement presentation. These reclassifications have no effect on previously reported net income. New Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
3. Going Concern
3. Going Concern | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
3. Going Concern | 3. Going Concern The Company is engaged in limited operations. The ongoing business plan of the Company is to assert its intellectual property rights to monetize its patents through net recoveries. Net recoveries relate to monetary payments received by the Company in respect to its patents through judgments, settlements, royalty agreements, or other disposition of the patents or cash proceeds of any equity actually received as consideration for any such disposition, including those received in connection with litigation. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred losses for all periods presented, as the ongoing business has not yet commenced. The Company has not established an ongoing source of revenues and has funded activities to date primarily from convertible notes and common stock offerings. In addition, the Company had a working capital deficit as of June 30, 2015. These conditions raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The Company is subject to a number of risks including, but not limited to, the need to obtain adequate funding and possible risk of failure to monetize its patents. If the Company does not successfully monetize its patents, it will be unable to generate revenues or achieve profitability. ManagementÂ’s plan with respect to funding the ongoing operations is to secure equity financing through access to U.S. capital markets as a registrant of the U.S. Securities and Exchange Commission. While the Company believes it will be successful in obtaining the necessary financing to (i) fund its operations, (ii) monetize its patents and meet revenue projections and (iii) manage costs, it does not currently have any financing plans in place and there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
4. Discontinued Operations
4. Discontinued Operations | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
4. Discontinued Operations | 4. Discontinued Operations Pursuant to the Securities Exchange, the pre-existing mining business was discontinued. On April 28, 2014 the Company notified Mexivada Mining Corp. and Compania Minera Mexivada S.A de C.V., of termination of the Mexivada Property Option Agreement dated as of February 11, 2011, as amended October 24, 2011, and that the Company would not pay any further fees or expenses associated with the Agreement. The remaining interests were sold on July 24, 2014. The following table presents summarized operating results for these discontinued operations. The table below does not present MV Patents because the historical financial information represents the activity of MV Patents as the predecessor business to VRE, and does not include any of the operations of the discontinued exploration stage mining business. The historical financial information for MV Patents for the year ended June 30, 2014 is included in the accompanying consolidated financial statements. Year Ended June 30, 2015 Year Ended June 30, 2014 Loss from discontinued operations $ (3,608) $ (215,703) Components of assets from discontinued operations consist of the following as of June 30, 2015 and June 30, 2014. June 30, 2015 June 30, 2014 Current assets: - - Property and equipment $ - $ 8,809 Less: accumulated depreciation - (5,201) Total assets held for sale $ - $ 3,608 |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
5. Related Party Transactions | 5. Related Party Transactions Officer and director fees totaled $448,490 and $446,747 for the years ended June 30, 2015 and 2014, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses. In September 2014 the Company granted 5,140,339 common stock options to its officers (see Note 10). The total fair value of the award was estimated to be $9,605,675. Share-based compensation expense is recognized ratably over the vesting periods. For the year ended June 30, 2015, the Company recognized share-based compensation expense as a component of general and administrative expenses of $7,511,461. As of June 30, 2015 and June 30, 2014, the Company owed its officers and directors $138,750 and $17,917, respectively for compensation which was recorded as accounts payable and accrued liabilities in its consolidated balance sheets. In August 2014, the Company issued 300,000 shares of common stock for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is an officer and Director of the Company. In addition, the Company determined that $450,000 was impaired and an expense was recognized in the year ended June 30, 2015. |
6. Derivative Liabilities
6. Derivative Liabilities | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
6. Derivative Liabilities | 6. Derivative Liabilities As of June 30, 2015 and June 30, 2014, there were 2,965,705 and 2,820,778 outstanding derivative warrants, respectively, with 1,475,043 and 1,410,389 common shares issuable upon exercise, respectively. The warrants qualify as derivative liabilities due to the existence of reset provisions which cause the instruments to no longer be indexed to the CompanyÂ’s own stock under FASB ASC 815. The Company estimated the fair value of the outstanding derivative warrants using a probability-weighted scenario analysis model. As of June 30, 2015 and June 30, 2014, the fair value of the derivative warrants was determined to be $11,700 and $2,365,315, respectively resulting in a gain on the change in the fair value of derivative liabilities of $2,353,615 for the year ended June 30, 2015. As of February 7, 2014, the fair value of the derivative warrants was determined to be $1,150,455 and a loss of derivative liabilities of $1,214,860 was recognized for the year ended June 30, 2014. The following is a summary of the key assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of June 30, 2015 and June 30, 2014: June 30, 2015 June 30, 2014 Common stock issuable upon exercise of warrants 1,475,043 1,410,389 Exercise price $1.06 and $1.35 $0.90 and $1.10 Market price of the CompanyÂ’s common stock $0.12 $1.75 Risk free interest rate 0.11% 0.47% Dividend yield 0.00% 0.00% Volatility 211% 278.08% Expected term 0.48-1.04 years 1.48-2.04 years See Note 7 for fair value hierarchy of the derivative liabilities. |
7. Fair Value Measurements
7. Fair Value Measurements | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
7. Fair Value Measurements | 7. Fair Value Measurements As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means. Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The CompanyÂ’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Certain assets and liabilities are reported at fair value on a recurring or non-recurring basis in the CompanyÂ’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values: Cash, Prepaid expenses, Accounts payable, Accrued liabilities The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments. Derivative liabilities The CompanyÂ’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. See Note 6 for the fair value calculations. The fair values of the CompanyÂ’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy. The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of June 30, 2015 and June 30, 2014: Fair Value Measurement at June 30, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 11,700 Total $ - $ - $ 11,700 Fair Value Measurement at June 30, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 2,365,315 Total $ - $ - $ 2,365,315 Fair Value Measurement at February 7, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 1,150,455 Total $ - $ - $ 1,150,455 The following table sets forth the changes in the fair value of derivative liabilities for the period from February 7, 2014 through year ended June 30, 2015: Balance, February 7, 2014 $ 1,150,455 Change in fair value of derivative liabilities 1,214,860 Balance, June 30, 2014 $ 2,365,315 Change in fair value of derivative liabilities (2,353,615) Balance, June 30, 2015 $ 11,700 |
8. Convertible Notes
8. Convertible Notes | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
8. Convertible Notes | 8. Convertible Notes On November 15, 2013, the Company held a closing of a private placement offering (the “November 2013 Offering”) pursuant to which it sold to various accredited investors (collectively, the “Investors”) $325,000 in principal amount of its 10% convertible promissory notes (the “November Notes”) and warrants (the “November Warrants”). The November Notes bear interest at a 10% annual interest rate and mature two (2) years from the date of issuance. The November Notes contain a mandatory conversion provision providing that upon the Company’s filing of a Certificate of Designation of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada, all of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically, without the necessity of any action by the Investors or the Company, convert into shares of its to be authorized Series B convertible preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), at a conversion price of $0.001 per share (the “November Conversion Price”). The November Conversion Price is subject to adjustment for a planned reverse stock split (the “Reverse Split”) at a ratio of 1,000 to 1 such that the November Conversion Price, post-Reverse Split, will be $1.00 per share (subject to further adjustment upon a possible change in the Reverse Split ratio). Each share of Series B Preferred Stock will be convertible at any time into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the November Conversion Price as adjusted for the Reverse Split, subject to a 9.99% conversion blocker. Each share of Series B Preferred Stock will participate in dividends and other distributions on an equivalent basis with the Company’s Common Stock. Holders of Series B Preferred Stock shall vote together with the holders of Common Stock as a single class, and each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on a particular matter. The November Warrants entitled the Investors to purchase one thousand (1,000) shares of Common Stock for each $1.00 principal amount of the Notes purchased, at an exercise price (the “Exercise Price”) of $0.001 per share. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the November Warrants were subject to adjustment for the planned Reverse Split at a ratio of 1,000 to 1 such that the Exercise Price, post-Reverse Split, will be $1.00 per share and the number of shares of Common Stock issuable upon exercise of the November Warrants would be 325,000 (subject to further adjustment upon a possible change in the Reverse Split ratio). The November Warrants were exercisable from issuance until ten (10) years after the closing of the November 2013 Offering. The fair value of the November Warrants were determined using the Black-Scholes option pricing model. Assumptions used included: (1) 2.71% risk-free interest rate, (2) expected term of ten years, (3) expected volatility of 306.96%, (4) zero expected dividends, (5) exercise price of $0.001, (6) market price of $0.004, and (7) 325,000,000 shares issuable upon exercise of the November Warrants. The November Warrants were recorded at a discount of $252,778. On February 6, 2014, the Company entered into warrant exchange agreements related to 3,250,000 warrants originally issued with convertible notes in November 2013. The warrants were cancelled and exchanged for the right to receive, upon effectiveness of the Reverse Split, 4,000,000 shares of the Company’s common stock. During the period from February 7, 2014 through June 30, 2014, additional amortization expense of $31,927 was recognized associated with the debt discounts related to the outstanding notes originally issued in November 2013. The unamortized discount associated with these notes was $211,543 as of June 30, 2014. On February 7, 2014 (the “February 2014 Offering”) and March 3, 2014 (the “March 2014 Offering”), the Company held two separate closings of private placement offerings pursuant to which it sold to various accredited investors (collectively, the “Investors”) $2,942,495 and $992,500 (before deducting placement agent fees and expenses of the offering), respectively, in principal amount of its 10% convertible promissory notes (the “Notes”). An additional $25,000 of the Notes was issued for the settlement of legal fees during the period from February 7, 2014 through March 31, 2014. The Notes bear interest at 10% and mature within one year from the date of issuance. The Notes will automatically convert into shares of the Company’s to-be authorized Series C convertible preferred stock, $0.001 par value per share (the “Series C Preferred Stock”), at a pre-Reverse Split conversion price of $0.005 per share and a post-Reverse Split conversion price of $0.50 per share (the “Conversion Price”), upon the Company’s filing of a Certificate of Designation of Series C Convertible Preferred Stock (the “Certificate of Series C Designation”) with the Secretary of State of the State of Nevada following completion of the proxy voting process to increase our authorized preferred stock, and which Series C Preferred Stock shall be convertible into shares of the Company’s Common Stock on a one share for one share basis. The Company evaluated the shares and determined a contingent beneficial conversion feature of $3,959,995 existed within this transaction. The beneficial conversion is contingent upon the filing of the Series C Convertible Preferred Stock Designation, and the Reverse Split. The beneficial conversion amount related to the value of the Notes will be accreted back to the Notes in accordance with the requirements of FASB ASC Subtopic 470-20, Accounting for Debt Instruments with Specific Conversion Features, when the contingency is met. Also in connection with the February and March 2014 Offerings, the Company paid cash of $295,150 and issued an aggregate of 590,300 warrants (post 1 for 100 Reverse Split) as payment of commissions. The Warrants entitle the holder to purchase shares of Common Stock at an exercise price of $0.50 per share and will be exercisable for three (3) years from the date of issuance. The fair value of the warrants was determined to be $1,120,970. The warrants and the cash commissions were recorded as deferred financing costs which are being amortized to interest expense over the life of the notes using the effective interest method. Amortization of $726,564 was recorded against these deferred financing costs during the period from February 7, 2014 through June 30, 2014. On September 2, 2014, the Company converted $351,271 of convertible notes, including accrued interest of $26,271, into 3,512,710 shares of the Company’s Series B convertible preferred stock, par value $0.001 (the “Series B Preferred Stock”), at a post-Reverse Split conversion price of $0.10 and subject to a 9.99% conversion blocker. Each share of Series B Preferred Stock will participate in dividends and other distributions on an equivalent basis with common stock. Holders of Series B Preferred Stock shall vote together with the holders of common stock as a single class, and each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on a particular matter. On August 26, 2014, the Company converted $3,858,578 of convertible notes, including accrued interest of $198,578, into 7,717,170 shares of the Company’s Series C convertible preferred stock, par value $0.001 (the “Series C Preferred Stock”), at a post-Reverse Split conversion price of $0.50 and subject to a 9.99% conversion blocker. Each share of Series C Preferred Stock will be entitled to a liquidation preference equal to $0.001 per share. Otherwise, the Series C Preferred Stock will be equivalent in all respects to the Common Stock, with each share of Series C Preferred stock entitled to one vote and the holders of the Series C Preferred Stock voting together with the holders of the Common Stock. The Series C Preferred Stock is convertible into common stock at a ratio of 1 to 1. Pursuant to the conversion of convertible notes into Series C Preferred Stock, the Company incurred interest expense of $3,660,000 related to a beneficial conversion feature that existed within the underlying transactions. During the year ended June 30, 2015, additional amortization expense of $211,543 and $689,556 was recognized associated with the debt discounts and deferred financing costs, respectively, related to the notes originally issued in November 2013, February 2014 and March 2014. The discounts and deferred financing costs associated with these notes were completely amortized at June 30, 2015. In addition, $300,000 of convertible note was paid off in cash. |
9. Stockholders' Equity
9. Stockholders' Equity | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
9. Stockholders' Equity | 9. Stockholders’ Equity On F ebruary the Company preferred shares and c ommon shares as part the reverse merger e xc hange valued at whi c h represents the net liabilities MV Portfolios , In c. the date the e xc hange During F ebruary and sto c kholders c onverted and shares Preferred Series Sto c k , respe c tively into to and post R everse Split ) shares the Company ’ s c ommon sto c k , respe c tively . During the period F ebruary through une sto c kholder c ontributed to the Company . In August 2014, the Company issued 1,000,000 common shares to an unrelated party in exchange for financial advisory and investment banking services valued at $2,000,000. Additionally, 400,000 shares were issued for services with a fair value of $800,000. The expense was recognized in full during the six months ended December 31, 2014. In August 2014, the Company issued 300,000 shares of common stock for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is a related party. In September 2014, the Company issued 79,530 shares of Series B Preferred Stock as settlement of an outstanding payable of $79,530 for legal fees owed to an unrelated party. The fair value of the shares was determined to be $300,000 resulting in an additional expense of $220,470 recognized during the six months ended December 31, 2014. All shares of Series B Preferred Stock is convertible into common stock at a ratio of 1 to 1. In September 2014, the Company issued an aggregate of 169,505 common shares to two unrelated parties as settlement of outstanding payables of $109,159 owed for professional services. The fair value of the shares was determined to be $339,009 resulting in an additional expense of $229,850 recognized during the six months ended December 31, 2014. In September 2014, the Company issued 20,000 shares of Series D convertible preferred stock (the “Series D Preferred Stock”), to officers and Directors for compensation valued at $40,000. The Series D Preferred Stock will be equivalent in all respects to the Company’s common stock, except that each share of Series D Preferred Stock will be entitled to cast 1,000 votes per share and contain liquidation preference. All shares of Series D Convertible Preferred Stock is convertible into common stock at a ratio of 1 to 1. In October 2014, the Company issued a total of 1,250,000 common shares and warrants to purchase 900,000 common shares to a third party for consulting services valued at 1,501,837. There are 3 tranches of warrants, each comprising of warrants to purchase 300,000 shares, at exercise prices of $0.50, $1,00 and $2.00 per share. The warrants are exercisable immediately and expire on October 27, 2019. During the year ended June 30, 2015, the Company issued 2,842,500 common shares upon the conversion of 2,842,500 shares of Series B preferred stock. In October 2014, the Company issued an aggregate of 3,684,193 common shares upon the conversion of 3,684,193 shares of Series C preferred stock. As a result of the effectuation of the Reverse Split on September 8, 2014, the Company issued 4,000,000 common shares under an exchange agreement for warrants originally issued in November 2013. From February through March 2015, the Company’s wholly owned subsidiary LocatorX, Inc. issued 40,000 shares for proceeds of $40,000. The issuance of the subsidiary shares resulted in an adjustment to noncontrolling interest of $1,490. Outstanding shares of Series A convertible preferred stock are convertible into common shares at a ratio of 100 to 1. |
10. Stock Options and Warrants
10. Stock Options and Warrants | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
10. Stock Options and Warrants | 10. Stock Options and Warrants Options On February 7, 2014, the Company’s Board of Directors voted to terminate the 2007 Stock Option Plan and adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 6,150,564 shares of the Company’s Common Stock to officers, key employees, consultants and directors. The options’ exercise price will be no less than the closing price of the Company’s shares on the day of issuance. When incentive stock options are granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company, the per share exercise price will be no less than 110% of the closing price of the Company’s shares on the day of issuance. On September 8, 2014, the Company granted an aggregate of 4,690,339 common stock options to certain officers and advisors of the Company. The stock options were granted upon the effectuation of the Reverse Split on September 8, 2014. The options are exercisable at $0.50 per share and expire on February 7, 2024. 3,690,339 of the option vest in twelve quarterly installments beginning February 7, 2014 and 1,000,000 of the options vest in twelve monthly installments beginning February 7, 2014. The total fair value of the award was estimated to be $9,380,675.. On October 21, 2014, the Company granted an aggregate of 450,000 common stock options to certain officers and advisors of the Company. The options are exercisable at $0.50 per share and expire on October 21, 2024. The options vest in four annual installments beginning October 21, 2014. The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The following weighted-average assumptions were used for the options granted during the year ended June 30, 2015: 2015 Risk-free interest rate 1.44% - 2.48% Expected volatility 312.48% - 321.74% Dividend yield 0.00% Expected option term 2.5 – 5.9 years A summary of the status of the Company’s stock option plan as of June 30, 2015 and changes during the year ended June 30, 2015 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Outstanding at June 30, 2014 - $ - Granted 5,140,339 0.500 Outstanding at June 30, 2015 5,140,339 0.500 8.675 $ - Exercisable at June 30, 2015 2,650,145 $ 0.500 8.652 $ - LocatorX Options From January through June 2015, LocatorX granted an aggregate of 300,000 common stock options to certain consultants of the Company. The options are exercisable at $0.10 per share and expire on December 31, 2020. The options vest in twelve quarterly installments. An option expense of $7,307 was recorded on June 30 2015. The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The fair value of the options is $16,370. The following weighted-average assumptions were used for the options granted during the year ended June 30, 2015: 2015 Risk-free interest rate 0.86% - 1.07% Expected volatility 73.58% - 93.57% Dividend yield 0.00% Expected option term 2.9 – 4.4 years A summary of the LocatorX stock options during the year ended June 30, 2015 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Outstanding at June 30, 2014 - $ - Granted 300,000 0.100 Outstanding at June 30, 2015 300,000 0.100 5.512 $ - Exercisable at June 30, 2015 45,832 $ 0.100 5.512 $ - Warrants The following table presents the warrant activity during the year ended June 30, 2015 presented on a post 1 for 100 Reverse Split basis: Common Shares Covered by Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at February 7, 2014 1,482,852 $ 1.088 1.863 Granted 590,300 0.500 Expired (77,553) 1.600 Outstanding at June 30, 2014 1,995,599 $ 0.894 1.879 $ 1,907,927 Granted 900,000 1.167 Reset adjustment 69,744 1.334 Outstanding at June 30, 2015 2,965,343 $ 1.118 1.919 $ - Exercisable at June 30, 2015 2,965,343 $ 1.118 1.919 $ - |
11. Income Taxes
11. Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
11. Income Taxes | 11. Income Taxes No provision for federal and state income taxes has been recognized for the years ended June 30, 2015 and 2014, as the Company incurred a net operating loss for income tax purposes in each period and has no carryback potential. The Company had net operating loss carry-forwards for income tax reporting purposes of approximately $7.4 million as of June 30, 2015, which may be offset against future taxable income. These net operating loss carry-forwards may be carried forward in varying amounts until the time when they expire in 2034. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business, both of which occurred on February 7, 2014. Therefore, the amount available to offset future taxable income has been limited. No provision for federal and state income taxes has been recognized for year ended June 30, 2014, as the consolidated financial statements for these periods are those of MV Patents as the predecessor business to VRE. MV Patents incurred a net operating loss for income tax purposes in each period and has no carryback potential. From July 26, 2013 through February 6, 2014, the time during which the financial information of MV Patents is presented in these consolidated financial statements, MVP Portfolio (now VRE, see Note 1) was a single-member LLC and disregarded entity for federal and state income Deferred tax assets consisted of the following as of June 30, 2015 and 2014: June 30, 2015 June 30, 2014 Net operating loss carry-forwards $ 2,504,070 $ 801,000 Valuation allowance (2,504,070) (801,000) Net deferred tax asset $ - $ - |
11. Retirement Plan
11. Retirement Plan | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
11. Retirement Plan | 12. Retirement Plan Effective January 1, 2014, the Company adopted a qualified 401(k) deferred compensation plan, with deferrals beginning in June 2014. All employees who are eighteen years or older and have worked for at least three consecutive months are eligible to participate in the plan. The plan provides for mandatory safe-harbor matching contributions and discretionary non-elective contributions as determined by management. The Company did not elect to make any contributions for the year ended June 30, 2015. |
12. Commitments and Contingenci
12. Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
12. Commitments and Contingencies | 13. Commitments and Contingencies Lien and encumbrances On November 16, 2015 SiberLaw LLP filed for a default judgement against Visual Real Estate, Inc. for a liquidated amount of $146,736.43 . The Duval county Florida court ruled in SiberLawÂ’s favor, and the amount recorded as a liability on the balance sheet. SiberLaw registered a lien at the US Patent Trademark Office for all patents owned by the CompanyÂ’s subsidiary Visual Real Estate Inc. These patents relate to Video Drive By family of patents including US Patents Concentration of Credit Risk The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances. Employment Agreements The Company has employment agreements with two employees and a separate consulting agreement with one of the CompanyÂ’s executive officers. The aggregate future commitment under these agreements is as follows: Twelve Months ending December 31, 2015 $ 215,000 2016 430,000 2017 44,767 $ 689,767 These agreements provide for additional bonus payments that are calculated as defined. Other ResoCator, Inc., the Company's wholly-owned subsidiary, has a royalty fee agreement whereby it pays a royalty fee equal to 10% of the net royalties in connection with the assignment of the ResoCator Patent owes fees of $0 and $33,000 as of June 30, 2015 and June 30, 2016, repectively. ResoCator paid royalty fees of $16,000 during the year ended June 30, 2015. The Company is involved in various legal proceedings and litigation arising in the ordinary course of business. In the opinion of management and legal counsel, the outcome of such proceedings and litigation will not have a material adverse effect on the Company's consolidated financial statements. Pursuant to the Securities Exchange the Company agreed to pay the members of MV Patents ten (10%) percent of the net proceeds to be received from any enforcement activities or sales transactions related to the patents owned or applications pending as of the closing of the Securities Exchange. |
13. Subsequent Events
13. Subsequent Events | 12 Months Ended |
Jun. 30, 2015 | |
Notes | |
13. Subsequent Events | 14. Subsequent Events In July 2015, the Company had borrowed $5,000 from their officer. The note is due on demand, and bears no interest. During the period from April 2015 to June 2016, the subsidiary LocatorX issued 4,090,000, options with exercise prices from $0.10/share to $0.20/share, and vesting term from 12 equal installments over 3 years, 8 equal installments over 3 years, to 1 installment over 1 quarter. During the period from July 2015 to April 2016, the subsidiary LocatorX issued 240,962 common shares in exchange for $481,924 cash. During the period from September to November 2015, the Company issued 10,500,000 common shares for a total cash consideration of $420,000 and warrants to purchase up to an additional 5,250,000 common shares at $0.06 per share through a private placement of securities. During the period from September to November 2015, the Company issued 9,500,000 common shares for a total fair value of $485,000 to settle $380,000 liabilities, and recognized a loss of $105,000. In addition, the Company also issued 4,750,000 warrants to purchase up to an additional 2,375,000 common shares at $0.06 per share In May 2016, the Company issued a convertible note for $25,000. Along with the debt offering, the Company also issued 1,666,667 warrants. In June 2016, the Company issued 105,611 common shares upon the conversion of 105,611 shares of Series C preferred stock. In October, 2016, the Company issued 52,806 common shares upon the conversion of 52,806 shares of Series C preferred stock. In the period from November to December 2016, the Company issued 15,475,000 common shares for a consideration of $309,500 and 15,475,000 warrants to purchase up to an additional 7,737,500 common shares with an exercise price of $0.06/share through a private placement of securities. In addition, 11,225,000 additional common shares are to be deferred and issued at a later date. During the period from December 2015 to June 2016, the subsidiary LocatorX issued 3,790,000 options, with exercise prices from $0.01/share to $0.02/share, and vesting terms from 12 equal installments over 3 years, 8 equal installments over 3 years, to 1 installment over 1 quarter. On September 1, 2016, the Company formed a wholly owned subsidiary, Rabbit Drones, Inc. (which name was changed to 1 st In January 2017, the Company entered into employment agreements with the Chief Executive Officer and Chief Financial Officer. In connection with the employment agreements, options to purchase up to 10,000,000 common shares at $0.06 per share were issued. In January 2017, the subsidiary LocatorX entered into royalty fee agreement that replaced the prior royalty fee agreement. The royalty fee agreement has a variable royalty fee based on the annual earned royalty ranging from 10.0% to 5.0%, with a minimum annual royalty fee of $60,000, and options to purchase 2,000,000 shares at an exercise price of $1.20/share. In March 2017, the subsidiary LocatorX issued 580,000 options with exercise price of $0.4/share to $1.2/share, and vesting term from fully vested immediately to 8 installments over 2 years. In March 2017, the Company issued 4,400,000 common shares through a private placement of securities for a total consideration of $88,000, and issued warrants to purchase up to an additional 2,200,000 shares at $0.06 per share. In March 2017, the Company issued 5,600,000 common shares to its officer to settle accrued salary for the amount of $112,000. In March 2017, the Company issued 2,500,000 common shares to a third party for consulting services valued at $50,000. In March 2017, the Company issued 85,000 Series E shares with 1000 to 1 voting rights pursuant to the November 2016 private placement of securities. |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Principles: Principles of Consolidation (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The results of operations and cash flows for the year ended June 30, 2015 include the consolidated results of operations and changes in cash flows of MV Portfolios, Inc. and Subsidiaries which includes Flexine, Inc. (non-active), Visual Real Estate Inc. (wholly owned), and LocatorX, Inc. (formerly named ResoCator, Inc.). LocatorX, Inc. was formed as a wholly-owned subsidiary and has subsequently added additional investors. As of June 30, 2015, the Company owns 89.70% of LocatorX, Inc. All material intercompany balances and transactions have been eliminated. The financial position, operating results and cash flows presented herein for the periods prior to February 7, 2014, represent those of MV Patents, the predecessor entity. The financial position, operating results and cash flows presented herein for the periods subsequent to February 6, 2014, represent those of the Company and VRE (formerly MVP Portfolio), collectively the successor entity. The results of operations and cash flows for the year ended June 30, 2014 include the combined results of operations and changes in cash flows of MV Patents from July 1, 2013 through February 6, 2014 and the consolidated results of operations of MV Portfolios, Inc. and Subsidiaries (including (i) the CompanyÂ’s wholly owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico, and included in discontinued operations as of and for the periods ending June 30, 2014 and (ii) VRE) for the period February 7, 2014 through June 30, 2014. All material intercompany balances and transactions have been eliminated. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Principles: Use of Estimates (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2015 and 2014, and the reported revenues and expenses for the years then ended. Actual results could differ from those estimates made by management. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Principles: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all instruments with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Principles: Property and Equipment (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Property and Equipment | Property and Equipment The CompanyÂ’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle. The vehicle was used in the mining operations and is classified as assets held for sale from discontinued operations. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations. |
2. Summary of Significant Acc25
2. Summary of Significant Accounting Principles: Deferred Offering and Financing Costs (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Deferred Offering and Financing Costs | Deferred Offering and Financing Costs The Company incurred direct incremental costs associated with procuring financing. These costs are deferred and recorded as an asset, and will be amortized over the life of the debt. |
2. Summary of Significant Acc26
2. Summary of Significant Accounting Principles: Intangible Assets (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Intangible Assets | Intangible Assets The Company has several patent portfolios. As of June 30, 2015 and 2014, no value has been assigned to the patents. The main patents in the portfolio were transferred to MV Patents, the predecessor business to VRE, by a member on July 25, 2011, for the consideration of $1 without recourse. The patents were transferred to VRE on August 30, 2013 without recourse. As such, the patents are recorded at historical cost, which was deemed to be zero at the time of transfer. |
2. Summary of Significant Acc27
2. Summary of Significant Accounting Principles: Derivative Financial Instruments (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Derivative Financial Instruments | Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company used a probability-weighted scenario analysis model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with Financial Accounting Services Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging |
2. Summary of Significant Acc28
2. Summary of Significant Accounting Principles: Fair Value Measurements (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Fair Value Measurements | Fair Value Measurements The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures |
2. Summary of Significant Acc29
2. Summary of Significant Accounting Principles: Stock-Based Compensation (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718 , Compensation - Stock Compensation Equity-Based Payments to Non-Employees |
2. Summary of Significant Acc30
2. Summary of Significant Accounting Principles: Income Taxes (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the CompanyÂ’s financial position and results of operations for the current period. Future realization of the deferred tax asset depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. At June 30, 2015, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2015 and June 30, 2014, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. |
2. Summary of Significant Acc31
2. Summary of Significant Accounting Principles: Acquisition-Related Costs Policy (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Acquisition-Related Costs Policy | Acquisition-Related Costs During the year ended June 30, 2014, the Company incurred certain costs related to the Securities Exchange (See Note 1). Those costs included legal, travel, and other professional or consulting fees. The Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations |
2. Summary of Significant Acc32
2. Summary of Significant Accounting Principles: Reclassifications (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
Reclassifications | Reclassifications Certain amounts in the prior period have been reclassified to conform to the current periodÂ’s financial statement presentation. These reclassifications have no effect on previously reported net income. |
2. Summary of Significant Acc33
2. Summary of Significant Accounting Principles: New Accounting Pronouncements (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Policies | |
New Accounting Pronouncements | New Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
1. General Organization and B34
1. General Organization and Business: Schedule of net liabilities retained subsequent to Securities Exchange (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of net liabilities retained subsequent to Securities Exchange | Cash $ 209,392 Other assets 18,712 Accounts payable and accrued expenses (168,325) Notes payable (88,482) Derivative liabilities (1,150,455) Net liabilities retained (1,179,158) |
4. Discontinued Operations_ Sch
4. Discontinued Operations: Schedule of Gain/Loss from Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Gain/Loss from Discontinued Operations | Year Ended June 30, 2015 Year Ended June 30, 2014 Loss from discontinued operations $ (3,608) $ (215,703) |
4. Discontinued Operations_ S36
4. Discontinued Operations: Schedule of Components of Assets from Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Components of Assets from Discontinued Operations | June 30, 2015 June 30, 2014 Current assets: - - Property and equipment $ - $ 8,809 Less: accumulated depreciation - (5,201) Total assets held for sale $ - $ 3,608 |
6. Derivative Liabilities_ Sche
6. Derivative Liabilities: Schedule of Assumptions Used (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Assumptions Used | June 30, 2015 June 30, 2014 Common stock issuable upon exercise of warrants 1,475,043 1,410,389 Exercise price $1.06 and $1.35 $0.90 and $1.10 Market price of the CompanyÂ’s common stock $0.12 $1.75 Risk free interest rate 0.11% 0.47% Dividend yield 0.00% 0.00% Volatility 211% 278.08% Expected term 0.48-1.04 years 1.48-2.04 years |
7. Fair Value Measurements_ Sch
7. Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value Measurement at June 30, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 11,700 Total $ - $ - $ 11,700 Fair Value Measurement at June 30, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 2,365,315 Total $ - $ - $ 2,365,315 Fair Value Measurement at February 7, 2014 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ - $ - $ 1,150,455 Total $ - $ - $ 1,150,455 |
7. Fair Value Measurements_ Fai
7. Fair Value Measurements: Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | Balance, February 7, 2014 $ 1,150,455 Change in fair value of derivative liabilities 1,214,860 Balance, June 30, 2014 $ 2,365,315 Change in fair value of derivative liabilities (2,353,615) Balance, June 30, 2015 $ 11,700 |
10. Stock Options and Warrants_
10. Stock Options and Warrants: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 2015 Risk-free interest rate 1.44% - 2.48% Expected volatility 312.48% - 321.74% Dividend yield 0.00% Expected option term 2.5 – 5.9 years |
10. Stock Options and Warrant41
10. Stock Options and Warrants: Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Share-based Compensation, Stock Options, Activity | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Outstanding at June 30, 2014 - $ - Granted 5,140,339 0.500 Outstanding at June 30, 2015 5,140,339 0.500 8.675 $ - Exercisable at June 30, 2015 2,650,145 $ 0.500 8.652 $ - |
10. Stock Options and Warrant42
10. Stock Options and Warrants: Schedule of Subsidiary Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Subsidiary Share-based Payment Award, Stock Options, Valuation Assumptions | 2015 Risk-free interest rate 0.86% - 1.07% Expected volatility 73.58% - 93.57% Dividend yield 0.00% Expected option term 2.9 – 4.4 years |
10. Stock Options and Warrant43
10. Stock Options and Warrants: Share-based Compensation, Activity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Share-based Compensation, Activity | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Total Intrinsic Value Outstanding at June 30, 2014 - $ - Granted 300,000 0.100 Outstanding at June 30, 2015 300,000 0.100 5.512 $ - Exercisable at June 30, 2015 45,832 $ 0.100 5.512 $ - |
10. Stock Options and Warrant44
10. Stock Options and Warrants: Schedule of Other Share-based Compensation, Activity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Other Share-based Compensation, Activity | Common Shares Covered by Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at February 7, 2014 1,482,852 $ 1.088 1.863 Granted 590,300 0.500 Expired (77,553) 1.600 Outstanding at June 30, 2014 1,995,599 $ 0.894 1.879 $ 1,907,927 Granted 900,000 1.167 Reset adjustment 69,744 1.334 Outstanding at June 30, 2015 2,965,343 $ 1.118 1.919 $ - Exercisable at June 30, 2015 2,965,343 $ 1.118 1.919 $ - |
11. Income Taxes_ Schedule of D
11. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | June 30, 2015 June 30, 2014 Net operating loss carry-forwards $ 2,504,070 $ 801,000 Valuation allowance (2,504,070) (801,000) Net deferred tax asset $ - $ - |
12. Commitments and Contingen46
12. Commitments and Contingencies: Aggregate future commitment under employment agreements (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Tables/Schedules | |
Aggregate future commitment under employment agreements | Twelve Months ending December 31, 2015 $ 215,000 2016 430,000 2017 44,767 $ 689,767 |
1. General Organization and B47
1. General Organization and Business: Schedule of net liabilities retained subsequent to Securities Exchange (Details) | Jun. 30, 2015USD ($) |
Net Liabilities Retained | $ (1,179,158) |
Accounts Payable | |
Net Liabilities Retained | (168,325) |
Long-term Debt | |
Net Liabilities Retained | (88,482) |
Derivative Financial Instruments, Liabilities | |
Net Liabilities Retained | (1,150,455) |
Cash | |
Net Liabilities Retained | 209,392 |
Assets | |
Net Liabilities Retained | $ 18,712 |
4. Discontinued Operations_ S48
4. Discontinued Operations: Schedule of Gain/Loss from Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Details | ||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ (3,608) | $ (215,703) |
4. Discontinued Operations_ S49
4. Discontinued Operations: Schedule of Components of Assets from Discontinued Operations (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Details | ||
Current Assets from Discontinued Operations | $ 0 | $ 0 |
Property and Equipment, Discontinued Operations | 0 | 8,809 |
Accumulated Depreciation, Discontinued Operations | 0 | (5,201) |
Total Assets held for sale, Discontinued Operations | $ 0 | $ 3,608 |
5. Related Party Transactions (
5. Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Officers' Compensation | $ 448,490 | $ 2,820,778 | |
Accrued Salaries, Current | 138,750 | $ 17,917 | |
Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | [1] | 5,140,339 | |
Allocated Share-based Compensation Expense | $ 7,511,461 | ||
[1] | See Note 10. |
6. Derivative Liabilities (Deta
6. Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Details | ||
Class of Warrant or Right, Outstanding | 2,965,705 | |
Officers' Compensation | $ 448,490 | $ 2,820,778 |
Common shares issuable upon exercise, derivative warrants | 1,475,043 | 1,410,389 |
Derivative, Fair Value, Net | $ 11,700 | $ 2,365,315 |
6. Derivative Liabilities_ Sc52
6. Derivative Liabilities: Schedule of Assumptions Used (Details) - $ / shares | Jun. 30, 2015 | Jun. 30, 2014 |
Common stock issuable upon exercise of warrants | 1,475,043 | 1,410,389 |
Market price of the Company's common stock | $ 0.12 | $ 1.75 |
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | 0.47% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 211.00% | 278.08% |
Minimum | ||
Fair Value Assumptions, Expected Term | 5 months 23 days | 1 year 5 months 23 days |
Maximum | ||
Fair Value Assumptions, Expected Term | 1 year 14 days | 2 years 14 days |
7. Fair Value Measurements_ S53
7. Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 06, 2014 |
Derivative liabilities | $ 11,700 | $ 2,365,315 | |
Fair Value, Inputs, Level 1 | |||
Derivative liabilities | 0 | 0 | $ 0 |
Fair Value, Inputs, Level 2 | |||
Derivative liabilities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | |||
Derivative liabilities | $ 11,700 | $ 2,365,315 | $ 1,150,455 |
7. Fair Value Measurements_ F54
7. Fair Value Measurements: Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2015 | |
Details | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 1,150,455 | $ 2,365,315 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 1,214,860 | (2,353,615) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 2,365,315 | $ 11,700 |
8. Convertible Notes (Details)
8. Convertible Notes (Details) | 12 Months Ended |
Jun. 30, 2015USD ($)$ / shares | |
Convertible Note Payable 1 | |
Debt Conversion, Converted Instrument, Amount | $ | $ 351,271 |
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ | $ 26,271 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
Conversion Price | $ 0.10 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 9.99% |
Convertible Note Payable 2 | |
Debt Conversion, Converted Instrument, Amount | $ | $ 3,858,578 |
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ | $ 198,578 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
Conversion Price | $ 0.50 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 9.99% |
Liquidation Preference | $ 0.001 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details) | 12 Months Ended |
Jun. 30, 2015USD ($)shares | |
Unrelated party in exchange for financial advisory and investment banking services | |
Stock Issued During Period, Shares, New Issues | shares | 1,000,000 |
Stock Issued During Period, Value, New Issues | $ 2,000,000 |
Issued for services | |
Stock Issued During Period, Shares, New Issues | shares | 400,000 |
Stock Issued During Period, Value, New Issues | $ 800,000 |
Certain unpatented mining claims | |
Stock Issued During Period, Shares, New Issues | shares | 300,000 |
Stock Issued During Period, Value, New Issues | $ 450,000 |
Settlement of an outstanding payable | |
Stock Issued During Period, Value, New Issues | $ 300,000 |
Auction Market Preferred Securities, Shares, Issued | shares | 79,530 |
Repayments of Debt | $ 79,530 |
Allocated Share-based Compensation Expense | $ 220,470 |
Two unrelated parties as settlement of outstanding payables | |
Stock Issued During Period, Shares, New Issues | shares | 169,505 |
Stock Issued During Period, Value, New Issues | $ 339,009 |
Repayments of Debt | 109,159 |
Allocated Share-based Compensation Expense | 229,850 |
Officers and Directors for compensation | |
Stock Issued During Period, Value, New Issues | $ 40,000 |
Auction Market Preferred Securities, Shares, Issued | shares | 20,000 |
Third party for consulting services | |
Stock Issued During Period, Shares, New Issues | shares | 1,250,000 |
Stock Issued During Period, Value, New Issues | $ 1,501,837 |
Conversion of 1,221,250 shares of Series B preferred stock | |
Stock Issued During Period, Shares, New Issues | shares | 2,842,500 |
Conversion of 3,684,193 shares of Series C preferred stock | |
Stock Issued During Period, Shares, New Issues | shares | 3,684,193 |
10. Stock Options and Warrants
10. Stock Options and Warrants (Details) - On October 21, 2014 | 12 Months Ended |
Jun. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 450,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.50 |
10. Stock Options and Warrant58
10. Stock Options and Warrants: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 |
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | 0.47% | |
Fair Value Assumptions, Expected Volatility Rate | 211.00% | 278.08% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Minimum | |||
Fair Value Assumptions, Expected Term | 5 months 23 days | 1 year 5 months 23 days | |
Maximum | |||
Fair Value Assumptions, Expected Term | 1 year 14 days | 2 years 14 days | |
Options Held | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Options Held | Minimum | |||
Fair Value Assumptions, Risk Free Interest Rate | 1.44% | ||
Fair Value Assumptions, Expected Volatility Rate | 312.48% | ||
Fair Value Assumptions, Expected Term | 2 years 6 months | ||
Options Held | Maximum | |||
Fair Value Assumptions, Risk Free Interest Rate | 2.48% | ||
Fair Value Assumptions, Expected Volatility Rate | 321.74% | ||
Fair Value Assumptions, Expected Term | 5 years 10 months 24 days |
10. Stock Options and Warrant59
10. Stock Options and Warrants: Share-based Compensation, Stock Options, Activity (Details) - Options Held | 12 Months Ended |
Jun. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 5,140,339 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 5,140,339 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 8 months 3 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Exercisable at end of period | 2,650,145 |
WeightedAverageExercisePriceExercisable | 0.500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 7 months 25 days |
ExercisableAtEndOfPeriod | 0 |
10. Stock Options and Warrant60
10. Stock Options and Warrants: Schedule of Subsidiary Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 |
Fair Value Assumptions, Risk Free Interest Rate | 0.11% | 0.47% | |
Fair Value Assumptions, Expected Volatility Rate | 211.00% | 278.08% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Minimum | |||
Fair Value Assumptions, Expected Term | 5 months 23 days | 1 year 5 months 23 days | |
Maximum | |||
Fair Value Assumptions, Expected Term | 1 year 14 days | 2 years 14 days | |
Locator X Stock Options | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Locator X Stock Options | Minimum | |||
Fair Value Assumptions, Risk Free Interest Rate | 0.86% | ||
Fair Value Assumptions, Expected Volatility Rate | 73.58% | ||
Fair Value Assumptions, Expected Term | 2 years 10 months 24 days | ||
Locator X Stock Options | Maximum | |||
Fair Value Assumptions, Risk Free Interest Rate | 1.07% | ||
Fair Value Assumptions, Expected Volatility Rate | 93.57% | ||
Fair Value Assumptions, Expected Term | 4 years 4 months 24 days |
10. Stock Options and Warrant61
10. Stock Options and Warrants: Share-based Compensation, Activity (Details) - Locator X Stock Options | 12 Months Ended |
Jun. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 300,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.100 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.100 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 4 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Exercisable at end of period | 45,832 |
WeightedAverageExercisePriceExercisable | 0.100 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 6 months 4 days |
ExercisableAtEndOfPeriod | 0 |
11. Income Taxes_ Schedule of62
11. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 2,504,070 | $ 801,000 |
Deferred Tax Assets, Valuation Allowance | (2,504,070) | (801,000) |
Deferred Tax Assets, Net | $ 0 | $ 0 |
12. Commitments and Contingen63
12. Commitments and Contingencies (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Details | |
Loss Contingency, Lawsuit Filing Date | November 16, 2015 |
Loss Contingency, Name of Plaintiff | SiberLaw LLP |
Loss Contingency, Name of Defendant | Visual Real Estate, Inc. |
Loss Contingency, Damages Sought, Value | $ 146,736.43 |
12. Commitments and Contingen64
12. Commitments and Contingencies: Aggregate future commitment under employment agreements (Details) | Jun. 30, 2015USD ($) |
Employment Agreement Commitment, 12 month ending June 30, | |
Other Commitment, Due in Next Twelve Months | $ 215,000 |
Other Commitment, Due in Second Year | 430,000 |
Other Commitment, Due in Third Year | 44,767 |
Employment agreement commitment | $ 689,767 |
13. Subsequent Events (Details)
13. Subsequent Events (Details) | 12 Months Ended |
Jun. 30, 2015USD ($)shares | |
In July 2015 | |
Subsequent Event, Description | Company had borrowed $5,000 from their officer |
During the period from April 2015 to June 2016 | |
Subsequent Event, Description | subsidiary LocatorX issued 4,090,000, options with exercise prices from $0.10/share to $0.20/share |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 4,090,000 |
During the period from July 2015 to April 2016 | |
Subsequent Event, Description | subsidiary LocatorX issued 240,962 common shares in exchange for $481,924 cash |
Common stock issued for cash | $ | $ 240,962 |
During the period from September to November 2015 | |
Subsequent Event, Description | the Company issued 10,500,000 common shares for a total cash consideration of $420,000 and warrants to purchase up to an additional 5,250,000 common shares |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 420,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10,500,000 |
In May 2016 | |
Subsequent Event, Description | Company issued a convertible note for $25,000 |
In June 2016 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 105,611 |
In October, 2016 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 52,806 |
In the period from November to December 2016 | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 15,475,000 |
Stock Issued During Period, Shares, Other | 15,475,000 |
On September 1, 2016 | |
Subsequent Event, Description | the Company formed a wholly owned subsidiary, Rabbit Drones, Inc. |
In January 2017 | |
Subsequent Event, Description | Company entered into employment agreements with the Chief Executive Officer and Chief Financial Officer |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 10,000,000 |
In January 2017 (2) | |
Subsequent Event, Description | LocatorX entered into royalty fee agreement |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 2,000,000 |
In March 2017 (1) | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 580,000 |
Stock Issued During Period, Shares, Other | 4,400,000 |
In March 2017 (2) | |
Stock Issued During Period, Shares, Other | 5,600,000 |
In March 2017 (3) | |
Stock Issued During Period, Shares, Other | 2,500,000 |
In March 2017 (4) | |
Stock Issued During Period, Shares, Other | 85,000 |