Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Mar. 31, 2014 | Jul. 21, 2014 | ||
Document And Entity Information | ' | ' | |
Entity Registrant Name | 'MV Portfolios, Inc. | ' | |
Entity Central Index Key | '0001363573 | ' | |
Document Type | '10-Q | ' | |
Document Period End Date | 31-Mar-14 | ' | |
Amendment Flag | 'true | ' | |
Amendment Description | 'MV Portfolios, Inc., formerly California Gold Corp., is filing this amendment (the "Amendment") to the Company's Form 10-Q for the period ended March 31, 2014 filed with the Securities Exchange Commission on July 23, 2014 (the "Original Report"), in order to provide restated unaudited consolidated financial statements and footnotes as discussed in Note 12 to the accompanying restated unaudited consolidated financial statements. | ' | |
Current Fiscal Year End Date | '--06-30 | ' | |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | |
Is Entity a Voluntary Filer? | 'No | ' | |
Is Entity's Reporting Status Current? | 'Yes | ' | |
Entity Filer Category | 'Smaller Reporting Company | ' | |
Entity Common Stock, Shares Outstanding | ' | 11,026,013 | [1] |
Document Fiscal Period Focus | 'Q3 | ' | |
Document Fiscal Year Focus | '2014 | ' | |
[1] | Takes into account an anticipated reverse stock split on a 1 for 100 basis as further discussed in the Quarterly Report. |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | ||
Current assets: | ' | ' | ||
Cash | $1,870,247 | [1],[2] | $2,523 | [3] |
Cash held in escrow | 25,299 | [1],[2] | ' | [3] |
Assets held for sale from discontinued operations | 19,341 | [1],[2] | ' | [3] |
Deferred financing costs | 1,082,242 | [1],[2] | ' | [3] |
Total current assets | 2,997,129 | [1],[2] | 2,523 | [3] |
Deferred offering costs | ' | [1],[2] | 38,500 | [3] |
Total assets | 2,997,129 | [1],[2] | 41,023 | [3] |
Current liabilities: | ' | ' | ||
Accounts payable and accrued expenses | 177,769 | [1],[2] | 259,824 | [3] |
Contingent liabilities | ' | [1],[2] | 441,527 | [3] |
Derivative liabilities | 3,530,995 | [1],[2] | ' | [3] |
Convertible notes, net of unamortized discounts of $230,279 | 4,054,716 | [1],[2] | ' | [3] |
Liabilities from discontinued operations | 15,313 | [1],[2] | ' | [3] |
Total current liabilities | 7,778,793 | [1],[2] | 701,351 | [3] |
Long-term liabilities: | ' | ' | ||
Accrued salaries, member | ' | [1],[2] | 435,516 | [3] |
Participation rights | ' | [1],[2] | 275,000 | [3] |
Total long-term liabilities | ' | [1],[2] | 710,516 | [3] |
Total liabilities | 7,778,793 | [1],[2] | 1,411,867 | [3] |
Stockholders' deficit: | ' | ' | ||
Preferred stock, par value $0.001 per share, 22,000,000 shares authorized; 16,000,000 shares issued and outstanding | 16,000 | [1],[2] | ' | [3] |
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 10,946,013 shares issued and outstanding | 165,486 | [1],[2] | ' | [3] |
Additional paid-in capital | -238,674 | [1],[2] | ' | [3] |
Deficit accumulated during the development stage | -4,724,476 | [1],[2] | -1,370,844 | [3] |
Total stockholders' deficit | -4,781,664 | [1],[2] | -1,370,844 | [3] |
Total liabilities and stockholders' deficit | $2,997,129 | [1],[2] | $41,023 | [3] |
[1] | California Gold Corp. and Subsidiaries | |||
[2] | Restated | |||
[3] | MV Patents, LLC |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 |
Statement of Financial Position [Abstract] | ' |
Convertible notes, net of unamortized discounts | $230,279 |
Preferred stock, par value | $0.00 |
Preferred stock, shares authorized | 22,000,000 |
Preferred stock, shares issued | 16,000,000 |
Preferred stock, shares outstanding | 16,000,000 |
Common stock, par value | $0.00 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares issued | 10,946,013 |
Common stock, shares outstanding | 10,946,013 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 33 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | ||||
Operating Expenses: | ' | ' | ' | ' | ' | |||
General and administrative | $356,412 | [1] | $237,667 | $589,174 | [1] | $578,561 | $1,953,896 | [1] |
Acquisition related costs | 1,472,706 | [1] | ' | 1,472,706 | [1] | ' | 1,472,706 | [1] |
Loss from operations | 1,829,118 | [1] | 237,667 | 2,061,880 | [1] | 578,561 | 3,426,602 | [1] |
Other income (expenses): | ' | ' | ' | ' | ' | |||
Interest income | 33 | [1] | ' | 33 | [1] | ' | 33 | [1] |
Interest expense | -404,994 | [1] | -900 | -413,335 | [1] | -1,908 | -419,457 | [1] |
Realized and unrealized loss on derivatives | -2,380,540 | [1] | ' | -2,380,540 | [1] | ' | -2,380,540 | [1] |
Total other income (expenses) | -2,785,501 | [1] | -900 | -2,793,842 | [1] | -1,908 | -2,799,964 | [1] |
Loss from continuing operations | -4,614,619 | [1] | -238,567 | -4,855,722 | [1] | -580,469 | -6,226,566 | [1] |
Loss from discontinued operations | -212,479 | [1] | ' | -212,479 | [1] | ' | -212,479 | [1] |
Net loss | ($4,827,098) | [1] | ($238,567) | ($5,068,201) | [1] | ($580,469) | ($6,439,045) | [1] |
Basic and diluted net loss per share: | ' | ' | ' | ' | ' | |||
Loss from continuing operations per share | ($0.42) | [1] | $0 | ($0.44) | [1] | $0 | ' | |
Loss from discontinued operations per share | ($0.02) | [1] | ($0.21) | ($0.02) | [1] | ($0.50) | ' | |
Net loss per share | ($0.44) | [1] | ($0.21) | ($0.46) | [1] | ($0.50) | ' | |
Weighted average number of common shares outstanding - basic and diluted | 10,918,321 | [1] | 1,161,804 | 10,918,321 | [1] | 1,161,804 | ' | |
[1] | Restated |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Members Equity [Member] | Accumulated Deficit | Total | |||||||
Beginning Balance, Amount at Jul. 10, 2011 | [1] | ' | ' | ' | ' | ' | ' | ||||||
Beginning Balance, Shares at Jul. 10, 2011 | [1] | ' | ' | ' | ' | ' | ' | ||||||
Net loss (Restated) | [1] | ' | ' | ' | -483,967 | ' | -483,967 | ||||||
Ending Balance, Amount (Restated) at Jun. 30, 2012 | [1] | ' | ' | ' | -483,967 | ' | -483,967 | ||||||
Ending Balance, Shares (Restated) at Jun. 30, 2012 | [1] | ' | ' | ' | ' | ' | ' | ||||||
Net loss (Restated) | [1] | ' | ' | ' | -886,877 | ' | -886,877 | ||||||
Ending Balance, Amount (Restated) at Jun. 30, 2013 | [1] | ' | ' | ' | -1,370,844 | ' | -1,370,844 | ||||||
Ending Balance, Shares (Restated) at Jun. 30, 2013 | [1] | ' | ' | ' | ' | ' | ' | ||||||
Warrants issued with debt | [1] | ' | ' | ' | ' | ' | ' | ||||||
Reclassification of warrants to derivative liabilities | [1] | ' | ' | ' | ' | ' | ' | ||||||
Stockholder contribution | [1] | ' | ' | ' | 150,000 | ' | ' | ||||||
Net loss (Restated) | [1] | ' | ' | ' | -343,725 | ' | ' | ||||||
Ending Balance, Amount (Restated) at Feb. 06, 2014 | [1] | ' | ' | ' | -1,564,569 | ' | ' | ||||||
Ending Balance, Shares (Restated) at Feb. 06, 2014 | [1] | ' | ' | ' | ' | ' | ' | ||||||
Successor Beginning Balance, Shares | [2] | ' | 9,385,000 | ' | ' | ' | ' | ||||||
Successor Beginning Balance, Amount | [2] | ' | 9,385 | -9,385 | ' | ' | ' | ||||||
Shares issued in reverse merger, Shares (Restated) | [2] | 22,000,000 | 1,501,013 | ' | ' | ' | ' | ||||||
Shares issued in reverse merger, Amount (Restated) | [2] | 22,000 | 150,101 | -1,351,259 | ' | ' | -1,179,158 | ||||||
Conversion of Series A Preferred stock to common stock, Shares | [2] | -6,000,000 | 60,000 | ' | ' | ' | ' | ||||||
Conversion of Series A Preferred stock to common stock, Amount | [2] | -6,000 | 6,000 | ' | ' | ' | ' | ||||||
Warrants issued with debt | [2] | ' | ' | ' | ' | ' | ' | ||||||
Warrants issued for deferred financing costs | [2] | ' | ' | 1,120,970 | ' | ' | ' | ||||||
Reclassification of warrants to derivative liabilities | [2] | ' | ' | ' | ' | ' | ' | ||||||
Stockholder contribution | [2] | ' | ' | 1,000 | ' | ' | ' | ||||||
Net loss (Restated) | ' | [2] | ' | [2] | ' | [2] | ' | [2] | -4,724,476 | [2] | -4,724,476 | ||
Ending Balance, Amount (Restated) at Mar. 31, 2014 | [2] | $16,000 | $165,486 | ($238,674) | ' | ($4,724,476) | ($4,781,664) | [3] | |||||
Ending Balance, Shares (Restated) at Mar. 31, 2014 | [2] | 16,000,000 | 10,946,013 | ' | ' | ' | ' | ||||||
Conversion of Series A Preferred stock to common stock, Shares | 8,000,000 | 80,000 | ' | ' | ' | ' | |||||||
Ending Balance, Amount (Restated) at Jul. 21, 2014 | ' | ' | ' | ' | ' | ' | |||||||
[1] | MV Patents, LLC | ||||||||||||
[2] | California Gold Corp. and Subsidiaries | ||||||||||||
[3] | Restated |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | 33 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |||
Cash flows from operating activities: | ' | ' | ' | ||
Net loss | ($5,068,201) | [1] | ($580,469) | ($6,439,045) | [1] |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ' | ' | ' | ||
Depreciation | 294 | ' | 294 | ||
Amortization of debt discounts and deferred financing | 347,068 | ' | 347,068 | ||
Change in derivative liabilities | 2,380,540 | ' | 2,380,540 | ||
Settlement of legal fees through the issuance of convertible notes | 25,000 | ' | 25,000 | ||
Changes in operating assets and liabilities: | ' | ' | ' | ||
Cash held in escrow | -25,799 | ' | -25,799 | ||
Prepaid assets | -423 | ' | -423 | ||
Deferred offering costs | 38,500 | ' | ' | ||
Accounts payable and accrued expenses | 98,160 | 75,836 | 357,984 | ||
Accrued salaries, member | 140,591 | 168,947 | 576,107 | ||
Other liabilities | 10,000 | ' | 10,000 | ||
Contingent liabilities | ' | 182,500 | 441,527 | ||
Net cash used in operating activities | -2,054,270 | -153,186 | -2,326,747 | ||
Cash flows from investing activities: | ' | ' | ' | ||
Cash received in reverse merger | 209,392 | ' | 209,392 | ||
Net cash provided by investing activities | 209,392 | ' | 209,392 | ||
Cash flows from financing activities: | ' | ' | ' | ||
Cash paid for debt issuance costs | -295,150 | ' | -295,150 | ||
Proceeds from issuing convertible notes | 3,934,995 | ' | 3,934,995 | ||
Proceeds from demand note | 50,000 | ' | 50,000 | ||
Proceeds from participation notes | 20,000 | 115,000 | 295,000 | ||
Contribution | 2,757 | ' | 2,757 | ||
Net cash provided by financing activities | 3,712,602 | 115,000 | 3,987,602 | ||
Net increase (decrease) in cash | 1,867,724 | -38,186 | 1,870,247 | ||
Cash, beginning of period | 2,523 | [2] | 39,520 | ' | |
Cash, end of period | 1,870,247 | [1],[3] | 1,334 | 1,870,247 | [1],[3] |
Supplemental disclosures of cash flow information: | ' | ' | ' | ||
Interest paid | ' | ' | ' | ||
Income taxes paid | ' | ' | ' | ||
Non-cash investing and financing activities: | ' | ' | ' | ||
Shares issued in reverse merger, net of cash received | 1,388,550 | ' | 1,388,550 | ||
Conversion of Series A Preferred stock to common stock | 6,000 | ' | 6,000 | ||
Warrants issued for deferred financing costs | $1,120,970 | ' | $1,120,970 | ||
[1] | Restated | ||||
[2] | MV Patents, LLC | ||||
[3] | California Gold Corp. and Subsidiaries |
Interim_Financial_Statements
Interim Financial Statements | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Interim Financial Statements | ' |
The unaudited consolidated financial statements of California Gold Corp. (“California Gold”) and Subsidiaries (collectively, the “Company”) as of March 31, 2014 and for the three and nine month periods ended March 31, 2014 and 2013 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. | |
The consolidated balance sheet of MV Patents, LLC (“MV Patents”) at June 30, 2013 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by the SEC. Such adjustments are of a normal, recurring nature. It is suggested that these unaudited consolidated financial statements be read in conjunction with the financial statements and notes thereto of MV Patents for the year ended June 30, 2013 included as Exhibit 99.1 on Form 8-K filed by the Company on March 10, 2014. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period. |
Nature_of_Business_Share_Excha
Nature of Business, Share Exchange, and Development Stage Activities | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Nature of Business, Share Exchange, and Development Stage Activities | ' | ||||
California Gold 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, a Florida limited liability company (“MVP Portfolio”), 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, $0.001 par value per share, after taking into account an anticipated 1 for 100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock on a one for one hundred basis. 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 of the date of the filing of this Form 10Q, the Reverse Split has not been effected. As the Securities 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. | |||||
MV Patents, formed on July 11, 2011, is in the developmental stage, and 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 California Gold. 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 is a development stage company engaged in 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. | |||||
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 ongoing business of VRE is still in the development stage and has generated no revenues to date. | |||||
Results of operations from February 7, 2014 through March 31, 2014 include the pre-Securities Exchange business unrelated to VRE, which is reflected as discontinued operations in the consolidated financial statements, and the business of VRE. The results of operations for the three months ended March 31, 2014 includes the combined results of operations of MV Patents from January 1, 2014 through February 6, 2014 and the consolidated results of operations of California Gold and Subsidiaries (including (i) 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 March 31, 2014 and (ii) VRE) for the period February 7, 2014 through March 31, 2014. The results of operations for the nine months ended March 31, 2014 includes the combined results of operations of MV Patents from July 1, 2013 through February 6, 2014 and the consolidated results of operations of California Gold and Subsidiaries for the period February 7, 2014 through March 31, 2014. | |||||
Results of operations for the three month and nine month periods ended March 31, 2013 includes the results of operations of MV Patents, as the predecessor business to VRE. | |||||
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 California Gold retained subsequent to the transaction are 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 the fiscal year end of California Gold to June 30, which is VRE’s year end. | |||||
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 Company has no technologies or technology operations. |
Going_Concern
Going Concern | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
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 condensed consolidated financial statements, the Company is currently in the development stage with losses for all periods presented. The Company has not established an ongoing source of revenues and has funded activities to date primarily from convertible notes offerings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company is subject to a number of risks similar to other companies in the development stage, 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. | |
Management’s plan with respect to funding this development 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. Operating results for the three and nine month periods ended March 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Discontinued Operations | ' | ||||
Pursuant to the Securities Exchange, the pre-existing exploration stage mining business will be discontinued. The Company plans on transferring the pre-Securities Exchange assets and liabilities related to the historical business which existed prior to the acquisition of MVP Portfolio to a to-be-formed wholly owned subsidiary. The Company plans to seek a buyer for the to-be-formed wholly owned subsidiary and/or the assets and liabilities of such business. | |||||
The following table presents summarized operating results for these discontinued operations for the pre-Securities Exchange business. The table below does not present the results of operations of 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 three and nine month periods ended March 31, 2013 is included in the accompanying consolidated financial statements. | |||||
February 7, 2014 Through | |||||
31-Mar-14 | |||||
Loss from discontinued operations | $ | (212,479 | ) | ||
Components of assets and liabilities from discontinued operations consist of the following as of March 31, 2014. The table does not present the discontinued assets and liabilities as of June 30, 2013 because the June 30, 2013 historical financial information represents the activity of MV Patents as the predecessor business to VRE, while the discontinued operations relates specifically to the pre-existing exploration stage mining business. | |||||
Current assets: | |||||
Cash held in escrow | $ | 500 | |||
Prepaid assets | 14,793 | ||||
Total current assets | 15,293 | ||||
Noncurrent assets: | |||||
Property and equipment, net | 4,048 | ||||
Total assets from discontinued operations | $ | 19,341 | |||
Current liabilities: | |||||
Accounts payable and accrued liabilities | $ | 15,313 | |||
Total current liabilities | 15,313 | ||||
Total liabilities from discontinued operations | $ | 15,313 |
Convertible_Notes
Convertible Notes | 9 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Convertible Notes | ' |
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 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 Topic 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 $333,878 was recorded against these deferred financing costs during the period from February 7, 2014 through March 31, 2014. | |
During the period from February 7, 2014 through March 31, 2014, additional amortization expense of $13,190 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 $230,279 as of March 31, 2014. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Derivative Liabilities | ' | ||||||||||||
As of February 7, 2014 and March 31, 2014, there were 2,965,704 (post 1 for 100 Reverse Split) outstanding derivative warrants with 1,482,852 common shares issuable upon exercise. The warrants qualify as derivative liabilities due to the existence of reset provisions which cause the instruments to no longer be indexed to the Company’s own stock under FASB ASC Topic 815, Derivatives and Hedging. The estimated fair value of the derivative warrants were calculated using the Black-Scholes option pricing model as of March 31, 2014. The fair value of the warrants was determined to be $1,150,455 and $3,530,995 as of February 7, 2014 and March 31, 2014, respectively. The company recorded a $2,380,540 loss on the change in fair value as non-operating expense for the period from February 7, 2014 through March 31, 2014. | |||||||||||||
The range of significant assumptions used in the Black-Scholes option pricing model as of March 31, 2014 were as follows (post 1 for 100 Reverse Split): | |||||||||||||
Range | |||||||||||||
Common stock issuable upon exercise of warrants | 1,482,852 | ||||||||||||
Exercise price | $0.90 - $1.60 | ||||||||||||
Market price of the Company’s common stock | $2.40 | ||||||||||||
Risk free interest rate | 0.44% - 0.69% | ||||||||||||
Dividend yield | 0% | ||||||||||||
Volatility | 357.70% - 381.34% | ||||||||||||
Expected term | 1.73 - 2.96 years | ||||||||||||
Fair Value Measurements | |||||||||||||
The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC Topic 820, Fair Value Measurements and Disclosures. FASB ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||
Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | |||||||||||||
The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. | |||||||||||||
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 March 31, 2014 and June 30, 2013: | |||||||||||||
Fair Value Measurement at March 31, 2014 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Liabilities: | |||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 3,530,995 | |||||||
Total | $ | — | $ | — | $ | 3,530,995 | |||||||
Fair Value Measurement at June 30, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Liabilities: | |||||||||||||
None | $ | — | $ | — | $ | — | |||||||
Total | $ | — | $ | — | $ | — | |||||||
The following table sets forth the changes in the fair value of derivative liabilities for the period from February 7, 2014 through March 31, 2014: | |||||||||||||
Balance, February 7, 2014 | $ | 1,150,445 | |||||||||||
Change in fair value of derivative liabilities | 2,380,540 | ||||||||||||
Balance, March 31, 2014 | $ | 3,530,995 | |||||||||||
Stock_Options_and_Warrants
Stock Options and Warrants | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
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 post 1 for 100 Reverse Split 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. | |||||||||
The Company has 6,150,564 options available for grant under the 2014 Plan. As of March 31, 2014, there were no stock options outstanding. | |||||||||
Warrants | |||||||||
The following table presents the warrant activity during the period from February 7, 2014 through March 31, 2014 presented on a post 1 for 100 reverse split basis: | |||||||||
Common Shares | Weighted Average Exercise Price | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value | ||||||
Covered by Warrants | |||||||||
Outstanding at February 7, 2014 | 1,482,852 | $ | 1.088 | 2.018 | |||||
Granted | 590,300 | 0.5 | 3 | ||||||
Outstanding at March 31, 2014 | 2,073,152 | $ | 0.92 | 2.16 | $4,104,125 | ||||
Exercisable at March 31, 2014 | 2,073,152 | $ | 0.92 | 2.16 | $4,104,125 | ||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Stockholders' Equity | ' |
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. | |
A related party stockholder, purchased 6,000,000 units of the Company’s Preferred Series A Stock in the Company’s 2010/2011 Private Placement for an aggregate investment of $150,000. Such stockholder converted the 6,000,000 units of Preferred Series A Stock to 60,000 shares of the Company’s common stock on February 28, 2014. | |
During the period from February 7, 2014 through March 31, 2014, a stockholder contributed $1,000 to the Company. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
As of March 31, 2014, the Company owed its officers and directors $12,746 for compensation which was recorded as accounts payable and accrued liabilities in its consolidated balance sheets. As of June 30, 2013, MV Patents owed its officers and directors $435,516, which was recorded as accrued salaries – member in its consolidated balance sheets. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
The Company has employment agreements with two employees and a separate consulting agreement with one of the Company’s executive officers. The aggregate future commitment under these agreements is as follows: | |||||
Twelve Months ending March 31, | |||||
2015 | $ | 203,333 | |||
2016 | 143,333 | ||||
2017 | 122,431 | ||||
$ | 469,097 | ||||
These agreements provide for additional bonus payments that are calculated as defined. | |||||
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 condensed 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. | |||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
During May 2014, the Company issued an aggregate of 80,000 (post 1 for 100 reverse split) common shares for the conversion of 8,000,000 shares of Series A Preferred stock. | |
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. As a result, the Company continues to own a 20% interest in 2 exploration mineral concessions, La Viuda and La Viuda 1, situated in the Municipality of Montezuma, Sonora, Mexico. |
Correction_of_Previously_Repor
Correction of Previously Reported Information | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Accounting Changes and Error Corrections [Abstract] | ' | ||||||||||||
Correction of Previously Reported Information | ' | ||||||||||||
During the audit of the Company’s consolidated financial statements for the year ended June 30, 2014, the Company identified an error in the accounting for and presentation of the impact of the November 15, 2103 private placement offering (“November Offering”) on the Company’s derivative liability as of January 31, 2014 and March 31, 2014. In the November Offering, the Company issued warrants (“November 2013 Warrants”) entitling the Investors to purchase one thousand (1,000) shares of common stock for each $1.00 principal amount of consideration received, at an exercise price of $0.10 per share. Since the exercise price per share of the November 2013 Warrants was lower than the $3.00 warrant exercise prices of the warrants issued during the 2010/2011 private placement offerings, and the $6.00 exercise price of the warrants issued in the 2012 private placement offering, the exercise prices with respect to these previous warrant issuances should have been lowered, and the amount of shares exercisable increased based on the reset provisions in each warrant agreement. The Company did not account for the reset provisions in the previously reported consolidated financial statements as of January 31, 2014, and therefore the amounts accounted for as assumed net liabilities in the February 6, 2014 Reverse Recapitalization (Note 2) were recorded erroneously as of March 31, 2014. In addition the amount calculated as the fair market value for the derivative liabilities as of March 31, 2014 did not properly account for the change in exercise price and number of exercisable shares for the warrants from the 2010-2012 private placement offerings, as reset by the November Offering. | |||||||||||||
In accordance with the SECs Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error is material to the March 31, 2014 period. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results for the period ended March 31, 2014. | |||||||||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated balance sheet for the year ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Liabilities and stockholders’ deficit: | |||||||||||||
Derivative liability | $ | 986,905 | $ | 2,544,090 | $ | 3,530,995 | |||||||
Additional paid-in capital | 587,139 | (825,813 | ) | (238,674 | ) | ||||||||
Deficit accumulated during the exploration stage | -3,006,199 | -1,718,277 | -4,724,476 | ||||||||||
Total liabilities and stockholders’ deficit | 2,997,129 | — | 2,997,129 | ||||||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the three months ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (1,829,118 | ) | — | $ | (1,829,118 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,067,224 | ) | (1,718,277 | ) | (2,785,501 | ) | |||||||
Loss from continuing operations | (2,896,342 | ) | (1,718,277 | ) | (4,614,619 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (3,108,821 | ) | (1,718,277 | ) | (4,827,089 | ) | |||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the nine months ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (2,061,880 | ) | — | $ | (2,061,880 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,075,565 | ) | (1,718,277 | ) | (2,793,842 | ) | |||||||
Loss from continuing operations | (3,137,445 | ) | (1,718,277 | ) | (4,855,722 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (3,349,924 | ) | (1,718,277 | ) | (5,068,201 | ) | |||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the period July 11, 2011 (Inception) through March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (3,426,602 | ) | — | $ | (3,426,602 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,081,687 | ) | (1,718,277 | ) | (2,799,964 | ) | |||||||
Loss from continuing operations | (4,508,289 | ) | (1,718,277 | ) | (6,226,566 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (4,720,768 | ) | (1,718,277 | ) | (6,493,045 | ) | |||||||
In addition to the information noted above the correction of the previously reported information impacted the Company’s loss from continuing operations per share to $0.42 from $0.27 and to $0.44 from $0.29 for the three and nine months ended March 31, 2014, respectively. | |||||||||||||
Nature_of_Business_Share_Excha1
Nature of Business, Share Exchange, and Development Stage Activities (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Net liabilities retained subsequent to transaction | ' | ||||
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 | ) |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Loss from discontinued operations and assets and liabilities acquired | ' | ||||
February 7, 2014 Through | |||||
31-Mar-14 | |||||
Loss from discontinued operations | $ | (212,479 | ) | ||
Current assets: | |||||
Cash held in escrow | $ | 500 | |||
Prepaid assets | 14,793 | ||||
Total current assets | 15,293 | ||||
Noncurrent assets: | |||||
Property and equipment, net | 4,048 | ||||
Total assets from discontinued operations | $ | 19,341 | |||
Current liabilities: | |||||
Accounts payable and accrued liabilities | $ | 15,313 | |||
Total current liabilities | 15,313 | ||||
Total liabilities from discontinued operations | $ | 15,313 | |||
5 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Fair value assumptions | ' | ||||||||||||
Range | |||||||||||||
Common stock issuable upon exercise of warrants | 1,482,852 | ||||||||||||
Exercise price | $0.90 - $1.60 | ||||||||||||
Market price of the Company’s common stock | $2.40 | ||||||||||||
Risk free interest rate | 0.44% - 0.69% | ||||||||||||
Dividend yield | 0% | ||||||||||||
Volatility | 357.70% - 381.34% | ||||||||||||
Expected term | 1.73 - 2.96 years | ||||||||||||
Fair Value Hierarchy | ' | ||||||||||||
Fair Value Measurement at March 31, 2014 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Liabilities: | |||||||||||||
Warrant derivative liabilities | $ | — | $ | — | $ | 3,530,995 | |||||||
Total | $ | — | $ | — | $ | 3,530,995 | |||||||
Fair Value Measurement at June 30, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Liabilities: | |||||||||||||
None | $ | — | $ | — | $ | — | |||||||
Total | $ | — | $ | — | $ | — | |||||||
Changes in fair value of derivative liabilities | ' | ||||||||||||
Balance, February 7, 2014 | $ | 1,150,455 | |||||||||||
Change in fair value of derivative liabilities | 2,380,540 | ||||||||||||
Balance, March 31, 2014 | $ | 3,530,995 |
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Warrant activity | ' | ||||||||
Common Shares | Weighted Average Exercise Price | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value | ||||||
Covered by Warrants | |||||||||
Outstanding at February 7, 2014 | 1,482,852 | $ | 1.088 | 2.018 | |||||
Granted | 590,300 | 0.5 | 3 | ||||||
Outstanding at March 31, 2014 | 2,073,152 | $ | 0.92 | 2.16 | $4,104,125 | ||||
Exercisable at March 31, 2014 | 2,073,152 | $ | 0.92 | 2.16 | $4,104,125 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Aggregate future commitment under employment agreements | ' | ||||
Twelve Months ending March 31, | |||||
2015 | $ | 203,333 | |||
2016 | 143,333 | ||||
2017 | 122,431 | ||||
$ | 469,097 |
Correction_of_Previously_Repor1
Correction of Previously Reported Information (Tables) | 9 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Accounting Changes and Error Corrections [Abstract] | ' | ||||||||||||
Effect of correction of previously reported information | ' | ||||||||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated balance sheet for the year ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Liabilities and stockholders’ deficit: | |||||||||||||
Derivative liability | $ | 986,905 | $ | 2,544,090 | $ | 3,530,995 | |||||||
Additional paid-in capital | 587,139 | (825,813 | ) | (238,674 | ) | ||||||||
Deficit accumulated during the exploration stage | -3,006,199 | -1,718,277 | -4,724,476 | ||||||||||
Total liabilities and stockholders’ deficit | 2,997,129 | — | 2,997,129 | ||||||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the three months ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (1,829,118 | ) | — | $ | (1,829,118 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,067,224 | ) | (1,718,277 | ) | (2,785,501 | ) | |||||||
Loss from continuing operations | (2,896,342 | ) | (1,718,277 | ) | (4,614,619 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (3,108,821 | ) | (1,718,277 | ) | (4,827,089 | ) | |||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the nine months ended March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (2,061,880 | ) | — | $ | (2,061,880 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,075,565 | ) | (1,718,277 | ) | (2,793,842 | ) | |||||||
Loss from continuing operations | (3,137,445 | ) | (1,718,277 | ) | (4,855,722 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (3,349,924 | ) | (1,718,277 | ) | (5,068,201 | ) | |||||||
The following table presents the effect of the correction of the previously reported information and the impact on the Company’s unaudited consolidated statement of expenses for the period July 11, 2011 (Inception) through March 31, 2014: | |||||||||||||
As of March 31, 2014 | |||||||||||||
As Previously | Adjustments | As Restated | |||||||||||
Reported | |||||||||||||
Loss from operations: | $ | (3,426,602 | ) | — | $ | (3,426,602 | ) | ||||||
Other income (expenses): | |||||||||||||
Realized and unrealized loss on derivatives | (662,263 | ) | (1,718,277 | ) | (2,380,540 | ) | |||||||
Total other income (expenses) | (1,081,687 | ) | (1,718,277 | ) | (2,799,964 | ) | |||||||
Loss from continuing operations | (4,508,289 | ) | (1,718,277 | ) | (6,226,566 | ) | |||||||
Loss from discontinued operations | (212,479 | ) | — | (212,479 | ) | ||||||||
Net loss | (4,720,768 | ) | (1,718,277 | ) | (6,493,045 | ) | |||||||
In addition to the information noted above the correction of the previously reported information impacted the Company’s loss from continuing operations per share to $0.42 from $0.27 and to $0.44 from $0.29 for the three and nine months ended March 31, 2014, respectively. | |||||||||||||
Nature_of_Business_Share_Excha2
Nature of Business, Share Exchange, and Development Stage Activities (Details) (USD $) | Feb. 07, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Cash | $209,392 |
Other assets | 18,712 |
Accounts payable and accrued expenses | -168,325 |
Notes payable | -88,485 |
Derivative liabilities | -1,150,455 |
Net liabilities retained | ($1,179,158) |
Nature_of_Business_Share_Excha3
Nature of Business, Share Exchange, and Development Stage Activities (Details Narrative) (USD $) | 2 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Sale of shares for reverse merger | 9,385,000 |
Sale of shares for reverse merger, value per share | $0.00 |
Reverse stock split | '1 for 100 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 33 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' | ' | |||
Loss from discontinued operations | ($212,479) | [1] | ' | ($212,479) | [1] | ' | ($212,479) | [1] |
Current assets: | ' | ' | ' | ' | ' | |||
Cash held in escrow | 500 | ' | 500 | ' | 500 | |||
Prepaid assets | 14,793 | ' | 14,793 | ' | 14,793 | |||
Total current assets | 15,293 | ' | 15,293 | ' | 15,293 | |||
Noncurrent assets: | ' | ' | ' | ' | ' | |||
Property and equipment, net | 4,048 | ' | 4,048 | ' | 4,048 | |||
Total assets from discontinued operations | 19,341 | ' | 19,341 | ' | 19,341 | |||
Current liabilities: | ' | ' | ' | ' | ' | |||
Accounts payable and accrued liabilities | 15,313 | ' | 15,313 | ' | 15,313 | |||
Total current liabilities | 15,313 | ' | 15,313 | ' | 15,313 | |||
Total liabilities from discontinued operations | $15,313 | ' | $15,313 | ' | $15,313 | |||
[1] | Restated |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | 2 Months Ended | 9 Months Ended | 33 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Settlement of legal fees through the issuance of convertible notes | ' | $25,000 | ' | $25,000 |
Preferred stock, par value | $0.00 | $0.00 | ' | $0.00 |
pre-Reverse Split conversion price | $0.50 | $0.50 | ' | $0.50 |
Fair value of warrants | 313,670 | 313,670 | ' | 313,670 |
Amortization | 100,935 | ' | ' | ' |
Cash paid for offering fees | ' | 295,150 | ' | 295,150 |
Private Placement 1 [Member] | ' | ' | ' | ' |
Offering Date | 7-Feb-14 | ' | ' | ' |
Proceeds from private placements | 2,942,495 | ' | ' | ' |
Convertible note issued, rate | 10.00% | 10.00% | ' | 10.00% |
Warrants issued with private placements | 29,424,950 | ' | ' | ' |
Warrant exercise price | $0.10 | $0.10 | ' | $0.10 |
Exercise term | '10 years | ' | ' | ' |
Private Placement 2 [Member] | ' | ' | ' | ' |
Offering Date | 3-Mar-14 | ' | ' | ' |
Proceeds from private placements | 992,500 | ' | ' | ' |
Convertible note issued, rate | 10.00% | 10.00% | ' | 10.00% |
Warrants issued with private placements | 10,175,000 | ' | ' | ' |
Warrant exercise price | $0.10 | $0.10 | ' | $0.10 |
Exercise term | '10 years | ' | ' | ' |
Agent Fees [Member] | ' | ' | ' | ' |
Warrant exercise price | $0.50 | $0.50 | ' | $0.50 |
Exercise term | '3 years | ' | ' | ' |
Fair value of warrants | 5,166 | 5,166 | ' | 5,166 |
Amortization | $79,412 | ' | ' | ' |
Warrants issued for offering fees | 590,300 | ' | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 9 Months Ended | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Minimum [Member] | Maximum[Member] | ||
Common stock issuable upon exercise of warrants | 1,482,852 | ' | ' |
Exercise price | ' | $0.90 | $1.60 |
Market price of the Companybs common stock | $2.40 | ' | ' |
Risk free interest rate | ' | 0.44% | 0.69% |
Dividend yield | ' | ' | ' |
Volatility | ' | 357.70% | 381.34% |
Expected term | ' | '1 year 8 months 28 days | '2 years 11 months 16 days |
Derivative_Liabilities_Details1
Derivative Liabilities (Details 1) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | ||
Warrant derivative liabilities | $3,530,995 | ' | ||
Derivative liability | 3,530,995 | [1],[2] | ' | [3] |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Warrant derivative liabilities | ' | ' | ||
Derivative liability | ' | ' | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Warrant derivative liabilities | ' | ' | ||
Derivative liability | ' | ' | ||
Fair Value, Inputs, Level 3 [Member] | ' | ' | ||
Warrant derivative liabilities | ' | ' | ||
Derivative liability | ' | ' | ||
[1] | California Gold Corp. and Subsidiaries | |||
[2] | Restated | |||
[3] | MV Patents, LLC |
Derivative_Liabilities_Details2
Derivative Liabilities (Details 2) (USD $) | 2 Months Ended | 7 Months Ended | ||
Mar. 31, 2014 | Feb. 06, 2014 | |||
Notes to Financial Statements | ' | ' | ||
Reclassification of warrants to derivative liabilities | ' | [1] | ' | [2] |
Gain on change in fair value of derivative liabilities | 2,380,540 | ' | ||
Derivative liabilities - ending balance | $3,530,995 | ' | ||
[1] | California Gold Corp. and Subsidiaries | |||
[2] | MV Patents, LLC |
Derivative_Liabilities_Details3
Derivative Liabilities (Details Narrative) (USD $) | 2 Months Ended | 7 Months Ended | |||
Mar. 31, 2014 | Feb. 06, 2014 | Feb. 07, 2014 | |||
Notes to Financial Statements | ' | ' | ' | ||
Warrants outstanding, derivative liabilities | 2,965,704 | ' | 2,965,704 | ||
Fair value of warrants outstanding | $3,530,995 | ' | $1,150,455 | ||
Additional derivative warrants issued | 40,190,250 | ' | ' | ||
Reclassification of warrants to derivative liabilities | ' | [1] | ' | [2] | ' |
Derivative liabilities - ending balance | 3,530,995 | ' | ' | ||
Gain on change in fair value of derivative liabilities | $2,380,540 | ' | ' | ||
[1] | California Gold Corp. and Subsidiaries | ||||
[2] | MV Patents, LLC |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details) (USD $) | 2 Months Ended |
Mar. 31, 2014 | |
Common Shares Covered by Warrants | ' |
Outstanding at beginning of period | 1,482,852 |
Granted | 590,300 |
Outstanding at end of period | 2,073,152 |
Exercisable at end of period | 2,073,152 |
Weighted Average Exercise Price | ' |
Outstanding at beginning of period | $1.09 |
Granted | $0.50 |
Outstanding at end of period | $0.92 |
Exercisable at end of period | 0.92 |
Weighted Average Remaining Term (Years) | ' |
Outstanding at beginning of period | '2 years 0 months 7 days |
Granted | '3 years |
Outstanding at end of period | '2 years 1 month 28 days |
Exercisable at end of period | '2 years 1 month 28 days |
Aggregate Intrinsic Value | ' |
Outstanding at end of period | 4,104,125 |
Exercisable at end of period | 4,104,125 |
Stock_Options_and_Warrants_Det1
Stock Options and Warrants (Details Narrative) | Mar. 31, 2014 |
Equity [Abstract] | ' |
Shares authorized for issuance under equity plan | 6,150,564 |
Options available for grant under plan | 6,150,564 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 33 Months Ended | 2 Months Ended | 4 Months Ended | 7 Months Ended | 2 Months Ended | 4 Months Ended | 7 Months Ended | ||||||
Feb. 06, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 21, 2014 | Feb. 06, 2014 | Mar. 31, 2014 | Jul. 21, 2014 | Feb. 06, 2014 | ||||||
Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||||||||
Warrants issued with convertible notes cancelled | -3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Right to receive stock acquired issued | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Proceeds from sale of Preferred A Stock | ' | ' | ' | ' | ' | $150,000 | ' | ' | ' | ' | ' | |||||
Conversion of Preferred stock to common stock, Shares | ' | ' | ' | ' | ' | -6,000,000 | [1] | 8,000,000 | ' | 60,000 | [1] | 80,000 | ' | |||
Conversion of Preferred stock to common stock, Amount | ' | ' | [1] | ' | ' | ' | -6,000 | [1] | ' | ' | 6,000 | [1] | ' | ' | ||
Stockholder contribution | ' | ' | $2,757 | ' | $2,757 | ' | [1] | ' | ' | [2] | ' | [1] | ' | ' | [2] | |
[1] | California Gold Corp. and Subsidiaries | |||||||||||||||
[2] | MV Patents, LLC |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Accrued Salaries | ' | $435,516 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $203,333 |
2016 | 143,333 |
2017 | 122,431 |
Employment agreement commitment | $469,097 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) | 2 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commission rate to MV Patents | 10.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) | 2 Months Ended | 4 Months Ended | |
Mar. 31, 2014 | Jul. 21, 2014 | ||
Interest owned | ' | 20.00% | |
Preferred Stock [Member] | ' | ' | |
Conversion of Preferred stock to common stock, Shares | -6,000,000 | [1] | 8,000,000 |
Common Stock [Member] | ' | ' | |
Conversion of Preferred stock to common stock, Shares | 60,000 | [1] | 80,000 |
[1] | California Gold Corp. and Subsidiaries |
Correction_of_Previously_Repor2
Correction of Previously Reported Information - (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Mar. 31, 2014 | |||||||
Derivative liabilities | $3,530,995 | [1],[2] | $3,530,995 | [1],[2] | ' | $3,530,995 | [1],[2] | ' | ' | [3] | ' | $3,530,995 | [1],[2] | |
Additional paid-in capital | -238,674 | [1],[2] | -238,674 | [1],[2] | ' | -238,674 | [1],[2] | ' | ' | [3] | ' | -238,674 | [1],[2] | |
Deficit accumulated during the development stage | -4,724,476 | [1],[2] | -4,724,476 | [1],[2] | ' | -4,724,476 | [1],[2] | ' | -1,370,844 | [3] | ' | -4,724,476 | [1],[2] | |
Total liabilities and stockholders' deficit | 2,997,129 | [1],[2] | 2,997,129 | [1],[2] | ' | 2,997,129 | [1],[2] | ' | 41,023 | [3] | ' | 2,997,129 | [1],[2] | |
Loss from operations | ' | 1,829,118 | [2] | 237,667 | 2,061,880 | [2] | 578,561 | ' | ' | 3,426,602 | [2] | |||
Realized and unrealized loss on derivatives | ' | -2,380,540 | [2] | ' | -2,380,540 | [2] | ' | ' | ' | -2,380,540 | [2] | |||
Total other income (expenses) | ' | -2,785,501 | [2] | -900 | -2,793,842 | [2] | -1,908 | ' | ' | -2,799,964 | [2] | |||
Loss from continuing operations | ' | -4,614,619 | [2] | -238,567 | -4,855,722 | [2] | -580,469 | ' | ' | -6,226,566 | [2] | |||
Loss from discontinued operations | ' | -212,479 | [2] | ' | -212,479 | [2] | ' | ' | ' | -212,479 | [2] | |||
Net loss | -4,724,476 | -4,827,098 | [2] | -238,567 | -5,068,201 | [2] | -580,469 | -886,877 | [3] | -483,967 | [3] | -6,439,045 | [2] | |
Scenario, Previously Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Derivative liabilities | 986,905 | 986,905 | ' | 986,905 | ' | ' | ' | 986,905 | ||||||
Additional paid-in capital | 587,139 | 587,139 | ' | 587,139 | ' | ' | ' | 587,139 | ||||||
Deficit accumulated during the development stage | -3,006,199 | -3,006,199 | ' | -3,006,199 | ' | ' | ' | -3,006,199 | ||||||
Total liabilities and stockholders' deficit | 2,997,129 | 2,997,129 | ' | 2,997,129 | ' | ' | ' | 2,997,129 | ||||||
Loss from operations | ' | -1,829,118 | ' | -2,061,880 | ' | ' | ' | -3,426,602 | ||||||
Realized and unrealized loss on derivatives | ' | -662,263 | ' | -662,263 | ' | ' | ' | -662,263 | ||||||
Total other income (expenses) | ' | -1,067,224 | ' | -1,075,565 | ' | ' | ' | -1,081,687 | ||||||
Loss from continuing operations | ' | -2,896,342 | ' | -3,137,445 | ' | ' | ' | -4,508,289 | ||||||
Loss from discontinued operations | ' | -212,479 | ' | -212,479 | ' | ' | ' | -212,479 | ||||||
Net loss | ' | -3,108,821 | ' | -3,349,924 | ' | ' | ' | -4,720,768 | ||||||
Scenario, Adjustment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Derivative liabilities | 2,544,090 | 2,544,090 | ' | 2,544,090 | ' | ' | ' | 2,544,090 | ||||||
Additional paid-in capital | -825,813 | -825,813 | ' | -825,813 | ' | ' | ' | -825,813 | ||||||
Deficit accumulated during the development stage | -1,718,277 | -1,718,277 | ' | -1,718,277 | ' | ' | ' | -1,718,277 | ||||||
Total liabilities and stockholders' deficit | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Loss from operations | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Realized and unrealized loss on derivatives | ' | -1,718,277 | ' | -1,718,277 | ' | ' | ' | -1,718,277 | ||||||
Total other income (expenses) | ' | -1,718,277 | ' | -1,718,277 | ' | ' | ' | -1,718,277 | ||||||
Loss from continuing operations | ' | -1,718,277 | ' | -1,718,277 | ' | ' | ' | -1,718,277 | ||||||
Loss from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Net loss | ' | -1,718,277 | ' | -1,718,277 | ' | ' | ' | -1,718,277 | ||||||
Scenario, Actual [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Derivative liabilities | 3,530,995 | 3,530,995 | ' | 3,530,995 | ' | ' | ' | 3,530,995 | ||||||
Additional paid-in capital | -238,674 | -238,674 | ' | -238,674 | ' | ' | ' | -238,674 | ||||||
Deficit accumulated during the development stage | -4,724,476 | -4,724,476 | ' | -4,724,476 | ' | ' | ' | -4,724,476 | ||||||
Total liabilities and stockholders' deficit | 2,997,129 | 2,997,129 | ' | 2,997,129 | ' | ' | ' | 2,997,129 | ||||||
Loss from operations | ' | -1,829,118 | ' | -2,061,880 | ' | ' | ' | -3,426,602 | ||||||
Realized and unrealized loss on derivatives | ' | -2,380,540 | ' | -2,380,540 | ' | ' | ' | -2,380,540 | ||||||
Total other income (expenses) | ' | -2,785,501 | ' | -2,793,842 | ' | ' | ' | -2,799,964 | ||||||
Loss from continuing operations | ' | -4,614,619 | ' | -4,855,722 | ' | ' | ' | -6,226,566 | ||||||
Loss from discontinued operations | ' | -212,479 | ' | -212,479 | ' | ' | ' | -212,479 | ||||||
Net loss | ' | ($4,827,089) | ' | ($5,068,201) | ' | ' | ' | ($6,493,045) | ||||||
[1] | California Gold Corp. and Subsidiaries | |||||||||||||
[2] | Restated | |||||||||||||
[3] | MV Patents, LLC |