Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
Jun. 30, 2014 | Sep. 29, 2014 | Dec. 31, 2013 | ||
Document And Entity Information | ' | ' | ' | |
Entity Registrant Name | 'MV Portfolios, Inc. | ' | ' | |
Entity Central Index Key | '0001363573 | ' | ' | |
Document Type | '10-K | ' | ' | |
Document Period End Date | 30-Jun-14 | ' | ' | |
Amendment Flag | 'false | ' | ' | |
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 Public Float | ' | ' | $10,977,626 | |
Entity Common Stock, Shares Outstanding | ' | 15,495,518 | [1] | ' |
Document Fiscal Period Focus | 'FY | ' | ' | |
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 $) | Jun. 30, 2014 | Jun. 30, 2013 | ||
Current assets: | ' | ' | ||
Cash | $1,468,401 | $2,523 | ||
Prepaid expenses | 280,880 | [1] | ' | [2] |
Assets held for sale from discontinued operations | 3,608 | [1] | ' | [2] |
Deferred financing costs | 689,556 | [1] | ' | [2] |
Total current assets | 2,442,445 | [1] | 2,523 | [2] |
Deferred offering costs | ' | [1] | 38,500 | [2] |
Total assets | 2,442,445 | [1] | 41,023 | [2] |
Current liabilities: | ' | ' | ||
Accounts payable and accrued expenses | 640,364 | [1] | 259,824 | [2] |
Contingent liabilities | ' | [1] | 441,527 | [2] |
Derivative liabilities | 2,365,315 | [1] | ' | [2] |
Convertible notes | 3,959,995 | [1] | ' | [2] |
Total current liabilities | 6,965,674 | [1] | 701,351 | [2] |
Long-term liabilities: | ' | ' | ||
Convertible notes, net of unamortized discounts of $211,543 | 113,457 | [1] | ' | [2] |
Accrued salaries, member | ' | [1] | 435,516 | [2] |
Participation rights | ' | [1] | 275,000 | [2] |
Total long-term liabilities | 113,457 | [1] | 710,516 | [2] |
Total liabilities | 7,079,131 | [1] | 1,411,867 | [2] |
Stockholders' deficit: | ' | ' | ||
Preferred stock, par value $0.001 per share, 50,000,000 shares authorized; 8,000,000 shares issued and outstanding | 8,000 | [1] | ' | [2] |
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 11,026,013 shares issued and outstanding | 173,486 | [1] | ' | [2] |
Additional paid-in capital | -238,674 | [1] | ' | [2] |
Accumulated deficit | -4,579,498 | [1] | -1,370,844 | [2] |
Total stockholders' deficit | -4,636,686 | [1] | -1,370,844 | [2] |
Total liabilities and stockholders' deficit | $2,442,445 | [1] | $41,023 | [2] |
[1] | MV Portfolios, Inc. and Subsidiaries | |||
[2] | MV Patents, LLC |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes, net of unamortized discounts | $211,543 | $211,543 |
Preferred stock, par value | $0.00 | $0.00 |
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 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 11,026,013 | 11,026,013 |
Common stock, shares outstanding | 11,026,013 | 11,026,013 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | ||
Operating Expenses: | ' | ' | |
General and administrative | $1,484,776 | $882,120 | |
Acquisition related costs | 1,075,040 | ' | |
Loss from operations | 2,559,816 | 882,120 | |
Other income (expenses): | ' | ' | |
Interest income | 33 | ' | |
Interest expense | -932,877 | -4,757 | |
Loss on derivative liabilities | -1,214,860 | ' | |
Total other (expenses) income | -2,147,704 | -4,757 | |
Loss from continuing operations | -4,707,520 | -886,877 | |
Loss from discontinued operations | -215,703 | ' | |
Net loss | ($4,923,223) | ($886,877) | [1] |
Basic and diluted net loss per share: | ' | ' | |
Loss from continuing operations per share | ($1.09) | ' | |
Loss from discontinued operations per share | ($0.05) | ' | |
Net loss per share | ($1.14) | ' | |
Weighted average number of common shares outstanding - basic and diluted | 4,323,137 | ' | |
[1] | MV Patents, LLC |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Members Equity | Accumulated Deficit | Total | ||||
Beginning Balance, Amount at Jun. 30, 2012 | ' | ' | ' | ($483,967) | ' | ($483,967) | ||||
Beginning Balance, Shares at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ||||
Warrants issued for deferred financing costs | ' | ' | ' | ' | ' | ' | ||||
Stockholder contribution | ' | ' | ' | ' | ' | ' | ||||
Net loss | ' | ' | ' | -886,877 | ' | -886,877 | [1] | |||
Ending Balance, Amount at Jun. 30, 2013 | ' | ' | ' | -1,370,844 | ' | -1,370,844 | [1] | |||
Ending Balance, Shares at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ||||
Stockholder contribution | ' | ' | ' | 150,000 | ' | 150,000 | [1] | |||
Net loss | ' | ' | ' | -343,725 | ' | -343,725 | ||||
Ending Balance, Amount at Feb. 06, 2014 | ' | 9,385 | -9,385 | ' | ' | -1,564,569 | ||||
Ending Balance, Shares at Feb. 06, 2014 | ' | 9,385,000 | ' | ' | ' | ' | ||||
Beginning Balance, Amount at Jun. 30, 2013 | ' | ' | ' | ' | ' | -1,370,844 | [1] | |||
Beginning Balance, Shares at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ||||
Conversion of Series A Preferred stock to common stock, Shares | 6,000,000 | 60,000 | ' | ' | ' | ' | ||||
Warrants issued for deferred financing costs | ' | ' | ' | ' | ' | 1,120,970 | ||||
Stockholder contribution | ' | ' | ' | ' | ' | 2,757 | ||||
Net loss | ' | ' | ' | ' | ' | -4,923,223 | ||||
Ending Balance, Amount at Jun. 30, 2014 | 8,000 | [2] | 173,486 | [2] | ' | ' | ' | -4,636,686 | [3] | |
Ending Balance, Shares at Jun. 30, 2014 | [2] | 8,000,000 | 11,026,013 | ' | ' | ' | ' | |||
Beginning Balance, Amount at Feb. 07, 2014 | ' | 9,385 | -9,385 | ' | ' | ' | ||||
Beginning Balance, Shares at Feb. 07, 2014 | ' | 9,385,000 | ' | ' | ' | ' | ||||
Shares issued in reverse merger, Shares | 22,000,000 | 1,501,013 | ' | ' | ' | ' | ||||
Shares issued in reverse merger, Amount | 22,000 | 150,101 | -1,351,259 | ' | ' | -1,179,158 | ||||
Conversion of Series A Preferred stock to common stock, Shares | -14,000,000 | 140,000 | ' | ' | ' | ' | ||||
Conversion of Series A Preferred stock to common stock, Amount | -14,000 | 14,000 | ' | ' | ' | ' | ||||
Warrants issued for deferred financing costs | ' | ' | 1,120,970 | ' | ' | ' | ||||
Stockholder contribution | ' | ' | 1,000 | ' | ' | ' | ||||
Net loss | ' | ' | ' | ' | -4,579,498 | ' | ||||
Ending Balance, Amount at Jun. 30, 2014 | $8,000 | [2] | $173,486 | [2] | ($238,674) | ' | ($4,579,498) | ($4,636,686) | [3] | |
Ending Balance, Shares at Jun. 30, 2014 | [2] | 8,000,000 | 11,026,013 | ' | ' | ' | ' | |||
Conversion of Series A Preferred stock to common stock, Shares | 8,000,000 | ' | ' | ' | ' | ' | ||||
Ending Balance, Amount at Sep. 29, 2014 | ' | ' | ' | ' | ' | ' | ||||
[1] | MV Patents, LLC | |||||||||
[2] | California Gold Corp. and Subsidiaries | |||||||||
[3] | MV Portfolios, Inc. and Subsidiaries |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | ||
Cash flows from operating activities: | ' | ' | |
Net loss | ($4,923,223) | ($886,877) | [1] |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ' | ' | |
Depreciation | 734 | ' | |
Amortization of debt discounts and deferred financing | 758,490 | ' | |
Change in derivative liabilities | 1,214,860 | ' | |
Settlement of legal fees through the issuance of convertible notes | 25,000 | ' | |
Changes in operating assets and liabilities: | ' | ' | |
Prepaid assets | -266,510 | ' | |
Deferred offering costs | 38,500 | -38,500 | |
Accounts payable and accrued expenses | 545,442 | 166,132 | |
Accrued salaries, member | 140,591 | 193,221 | |
Other liabilities | 10,000 | ' | |
Contingent liabilities | ' | 404,027 | |
Net cash used in operating activities | -2,456,116 | -161,997 | |
Cash flows from investing activities: | ' | ' | |
Cash received in reverse merger | 209,392 | ' | |
Net cash provided by investing activities | 209,392 | ' | |
Cash flows from financing activities: | ' | ' | |
Cash paid for debt issuance costs | -295,150 | ' | |
Proceeds from issuing convertible notes | 3,934,995 | ' | |
Proceeds from demand note | 50,000 | ' | |
Proceeds from participation notes | 20,000 | 125,000 | |
Contribution | 2,757 | ' | |
Net cash provided by financing activities | 3,712,602 | 125,000 | |
Net increase (decrease) in cash | 1,465,878 | -36,997 | |
Cash, beginning of period | 2,523 | 39,520 | |
Cash, end of period | 1,468,401 | 2,523 | |
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 | ' | |
Conversion of Series A Preferred stock to common stock | 14,000 | ' | |
Warrants issued for deferred financing costs | $1,120,970 | ' | |
[1] | MV Patents, LLC |
General_Organization_and_Busin
General Organization and Business | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Note 1 - General Organization and Business | ' | ||||
MV Portfolios, Inc. and subsidiaries (formerly California Gold Corp.) (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, $0.001 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. Prior to the exchange, the Company had 22,000,000 shares of preferred stock and 1,501,013 shares of common stock issued and outstanding. 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
Principles of Consolidation | |
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 Company’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, 2014 and 2013, 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 Company’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, 2014 and 2013, 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. Derivative instrument liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the consolidated balance sheet date. | |
Fair Value Measurements | |
The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). | |
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, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period. The Company also adopted FASB ASC Subtopic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. The Company did not incur any stock-based compensation expenses for the years ended June 30, 2014 and 2013. | |
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 year ended June 30, 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. For the year ended June 30, 2013, the Company did not report net earnings (loss) per common share, because MV Patents is an LLC that has not issued common stock. | |
Income Taxes | |
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |
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 Company’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, 2014, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2014 and June 30, 2013, 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. The costs were recognized as acquisition-related expenses in the periods in which the costs were incurred and the services received. The Company recorded $1,075,040 in acquisition-related costs for the year ended June 30, 2014. | |
Reclassifications | |
Certain amounts in the prior period have been reclassified to conform to the current period’s financial statement presentation. These reclassifications have no effect on previously reported net income. | |
New Accounting Pronouncements | |
On June 10, 2014, the FASB issued update Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
Going_Concern
Going Concern | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Note 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 offerings. In addition, the Company had a working capital deficit as of June 30, 2014. 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 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 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. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Note 4 - Discontinued Operations | ' | ||||
Pursuant to the Securities Exchange, the pre-existing mining business will be 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, 2013 is included in the accompanying consolidated financial statements. | |||||
February 7, 2014 Through | |||||
30-Jun-14 | |||||
Loss from discontinued operations | $ | (215,703 | ) | ||
Components of assets from discontinued operations consist of the following as of June 30, 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. | |||||
Noncurrent assets: | |||||
Property and equipment | 8,809 | ||||
Less: accumulated depreciation | (5,201 | ) | |||
Total assets from discontinued operations | $ | 3,608 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Note 5 - Related Party Transactions | ' |
Compensation of Officers and Directors | |
Officer and director fees totaled $446,747 and $193,221 for the years ended June 30, 2014 and 2013, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses. | |
As of June 30, 2014, the Company owed its officers and directors $17,917 for compensation which was recorded as accounts payable and accrued expenses 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. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 6 - Derivative Liabilities | ' | ||||||||
As of February 7, 2014 and June 30, 2014, there were 2,965,705 and 2,810,599 (post 1 for 100 Reverse Split) outstanding derivative warrants, respectively with 1,482,852 and 1,405,299 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 Company’s own stock under FASB ASC 815. These figures have been reflected at the post 1 for 100 Reverse Split figures. | |||||||||
As of February 7, 2014 and June 30, 2014, the Company estimated the fair value of the outstanding derivative warrants using a probability-weighted scenario analysis model. As February 7, 2014 and June 30, 2014, the fair value of the derivative warrants was determined to be $1,150,455 and $2,365,315, respectively resulting in a loss on the change in the fair value of derivative liabilities of $1,214,860 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 February 7, 2014 and June 30, 2014: | |||||||||
7-Feb-14 | 30-Jun-14 | ||||||||
Common stock issuable upon exercise of warrants | 1,482,852 | 1,410,389 | |||||||
Exercise price | $3.00 | $0.90 and $1.10 | |||||||
Market price of the Company’s common stock | $0.79 | $1.75 | |||||||
Risk free interest rate | 0.34% - 0.69% | 0.47% | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Volatility | 365.22% - 381.90% | 278.08% | |||||||
Expected term | 1.89-3.12 years | 1.48-2.04 years | |||||||
See Note 7 for fair value hierarchy of the derivative liabilities. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Note 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 Company’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 Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values: | |||||||||||||
Cash, Prepaid expenses, Accounts payable, Accrued expenses | |||||||||||||
The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments. | |||||||||||||
Derivative liabilities | |||||||||||||
The Company’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 Company’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, 2014, February 7, 2014 and June 30, 2013: | |||||||||||||
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 | |||||||
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 June 30, 2014: | |||||||||||||
Balance, February 7, 2014 | $ | 1,150,455 | |||||||||||
Change in fair value of derivative liabilities | 1,214,860 | ||||||||||||
Balance, June 30, 2014 | $ | 2,365,315 | |||||||||||
Convertible_Notes
Convertible Notes | 12 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Note 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. |
Participation_Rights
Participation Rights | 12 Months Ended |
Jun. 30, 2014 | |
Participation Rights | ' |
Note 9 - Participation Rights | ' |
During 2013, MV Patents obtained funding from various unrelated third party investors. The investors have the right to participate in future monetary amounts related to net recoveries of the patents held by MV Patents. The investors have the option to convert their Participation Rights contingent upon MV Patents obtaining subsequent funding of at least $2,250,000. The contingent conversion option allows the investors to convert $100 of their initial participation right into $120 of the subsequent funding in the pursuit of monetizing patents. The Participation rights accrue interest at eight percent per annum and cease upon conversion. In the event that no conversion occurs, the investors have the right to receive their original participation investment and accrued interest, plus two times their original participation investment. MV Patents has no obligation to make any payments to the investors unless net recoveries are obtained. As of June 30, 2013, the MV Patents balance sheet includes a liability for Participation Rights of $150,000. The contingent conversion option will be recorded at the date MV Patents can estimate the proceeds from the net recoveries. | |
During 2013, MV Patents received $125,000 in cash related to a funding agreement from an unrelated third- party investor. The investor has the obligation to fund an additional $375,000 upon MV Patents obtaining subsequent financing of $2,250,000. Related to the funding agreement, the investor has the right to participate in the net recoveries pursuant to a predetermined schedule that escalates the payments based on increasing net recoveries. As of June 30, 2013, the MV Patents balance sheet includes a liability for this Participation Right of $125,000. | |
MV Patents will amortize the above Participation Rights under the units of revenue method at the time the Company can reasonably estimate the potential net recoveries earned. MV Patents has classified the Participation Rights as a long-term liability as net recoveries were not expected in the next twelve months. MV Patents did not earn net recoveries during the period July 1, 2013 to February 6, 2014. |
Contingent_Liabilities
Contingent Liabilities | 12 Months Ended |
Jun. 30, 2014 | |
Contingent Liabilities | ' |
Note 10 - Contingent Liabilities | ' |
The Company retains the services of law firms that specialize in intellectual property licensing, enforcement and patent law. The Company also retains business advisory firms that specialize in obtaining funding for potential patent infringement cases. The law and business advisory firms are retained on an hourly fee, contingent fee or blended fee basis. In a contingency fee arrangement, the firms are paid a scaled percentage of any negotiated fees, settlements or judgments awarded, based on how and when the fees, settlements or judgments are obtained. As of June 30, 2014 and June 30, 3013, the Company did not recognize any contingent expenses related to any potential litigation. | |
MV Patents incurred legal fees, a portion of which are contingent on a subsequent funding received by MV Patents. MV Patents had $441,527 of contingent liabilities, as of June 30, 2013, based on the subsequent funding contingency because the event was considered probable, and the amount could be reasonably estimated. MV Patents classified these liabilities as long-term as they were not expected to be paid in the next 12 months. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Note 11 - Stockholders' Equity | ' |
On February 7, 2014, the Company issued 22,000,000 preferred shares and 1,501,013 common shares as part of the reverse merger share exchange valued at $1,179,158 which represents the net liabilities of MV Portfolios, Inc. on the date of the share exchange (see Note 1). | |
During February and May 2014, stockholders converted 6,000,000 and 8,000,000 shares of Preferred Series A Stock, respectively into to 60,000 and 80,000 (post 1 for 100 Reverse Split) shares of the Company’s common stock, respectively. | |
During the period from February 7, 2014 through June 30, 2014, a stockholder contributed $1,000 to the Company. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Note 12 - 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 June 30, 2014 there were no stock options outstanding. | |||||||||||
Warrants | |||||||||||
In connection with the February and March 2014 Offerings, the Company issued an aggregate of 590,300 warrants (post 1 for 100 Reverse Split) as commissions (see Note 8). | |||||||||||
The following table presents the warrant activity during the period from February 7, 2014 through June 30, 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 | 1.863 | |||||||
Granted | 590,300 | 0.5 | |||||||||
Expired | (77,553 | ) | 1.6 | ||||||||
Outstanding at June 30, 2014 | 1,995,599 | $ | 0.894 | 1.879 | $ | 1,907,927 | |||||
Exercisable at June 30, 2014 | 1,995,599 | $ | 0.894 | 1.879 | $ | 1,907,927 | |||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Taxes | ' | ||||||||
Note 13 - Income Taxes | ' | ||||||||
No provision for federal and state income taxes has been recognized for the years ended June 30, 2014 and 2013, 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 $2,290,000 as of June 30, 2014, 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, 2013, 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 tax purposes. Accordingly, federal and state income taxes are not payable by, or provided for VRE. | |||||||||
Deferred tax assets consisted of the following as of June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Net operating loss carry-forwards | $ | 801,000 | $ | - | |||||
Valuation allowance | (801,000 | ) | - | ||||||
Net deferred tax asset | $ | - | $ | - |
Retirement_Plan
Retirement Plan | 12 Months Ended |
Jun. 30, 2014 | |
Retirement Plan | ' |
Note 14 - 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 June 30, 2014. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Note 15 - Commitments and Contingencies | ' | ||||
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 Company’s executive officers. The aggregate future commitment under these agreements is as follows: | |||||
Twelve Months ending June 30, | |||||
2015 | $ | 505,000 | |||
2016 | 430,000 | ||||
2017 | 268,750 | ||||
$ | 1,203,750 | ||||
These agreements provide for additional bonus payments that are calculated as defined. | |||||
Other | |||||
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. | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Note 16 - Subsequent Events | ' |
On July 28, 2014, the Company extended the maturity date of the outstanding Notes (see Note 8) to November 2, 2014. With the exception of one holder with aggregate debt and accrued interest of $315,000, the Notes were extended. This debt holder was paid in full in August 2014. | |
On August 20, 2014, the Company exchanged 300,000 (post 1 for 100 Reverse Split) shares of common stock for certain unpatented mining claims. The mining claims were owned by a company whose sole owner is a related party. | |
On August 26, 2014, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 8,000,000 shares as Series C Preferred Shares. 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 will be convertible on a one-for-one basis into shares of Common Stock at the option of the holders, subject to a 9.99% blocker. | |
On August 26, 2014, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 20,000 shares as Series D Preferred Shares. Each share of Series D Preferred Stock will be entitled to cast 1,000 votes per share and will have a liquidation preference equal to $0.10 per share. Otherwise, the Series D Preferred Stock will be equivalent in all respects to the Common Stock. Each share of Series D Preferred Stock will automatically convert into one (1) share of Common Stock on the earlier of: (i) the listing the Company’s securities on a national securities exchange and (ii) a change of control of the Company. | |
On August 28, 2014, the Company filed a certificate of amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate (i) the reverse stock split of its Common Stock, $0.001 par value per share (the “Common Stock”), with a Reverse Split ratio of one-for-one hundred (1:100), (ii) an increase its authorized capitalization from 300,000,000 shares of Common Stock and 22,000,000 shares of blank check preferred stock, par value $0.001 per share, to 300,000,000 shares of Common Stock and 50,000,000 shares of blank check preferred stock, par value $0.001 per share and (iii) a change in its name to “MV Portfolios, Inc.” from “California Gold Corp.” FINRA approved the Reverse Split and name changes effective September 8, 2014. | |
On September 2, 2014, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 3,329,530 shares as Series B Preferred Shares. Each share of Series B Preferred Stock will be convertible at any time into one share of Common Stock, 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. | |
As a result of the effectuation of the Reverse Split on September 8, 2014, the Company issued 4,000,000 shares of the Company’s Common Stock under the exchange agreement for the November Warrants (Note 8). Additionally, pursuant to the employee agreements (Note 15), the Company granted 4,690,339 options to the Company’s officers. | |
In September 2014, the Company issued 79,530 (post 1 for 100 Reverse Split) shares of Series B Preferred Stock in exchange for $79,530 in legal fees owed to an unrelated party and 169,505 shares of Common Stock (post 1 for 100 Reverse Split) shares to two unrelated parties in exchange for $109,159 in amounts owed for professional services as of June 30, 2014. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Policies | ' |
Principles of Consolidation | ' |
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 Company’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, 2014 and 2013, 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 Company’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, 2014 and 2013, 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. Derivative instrument liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the consolidated balance sheet date. | |
Fair Value Measurements | ' |
The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). | |
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, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period. The Company also adopted FASB ASC Subtopic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. The Company did not incur any stock-based compensation expenses for the years ended June 30, 2014 and 2013. | |
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 year ended June 30, 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. For the year ended June 30, 2013, the Company did not report net earnings (loss) per common share, because MV Patents is an LLC that has not issued common stock. | |
Income Taxes | ' |
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |
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 Company’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, 2014, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2014 and June 30, 2013, 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. The costs were recognized as acquisition-related expenses in the periods in which the costs were incurred and the services received. The Company recorded $1,075,040 in acquisition-related costs for the year ended June 30, 2014. | |
Reclassifications | ' |
Certain amounts in the prior period have been reclassified to conform to the current period’s financial statement presentation. These reclassifications have no effect on previously reported net income. | |
New Accounting Pronouncements | ' |
On June 10, 2014, the FASB issued update Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
General_Organization_and_Busin1
General Organization and Business (Tables) | 12 Months Ended | ||||
Jun. 30, 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) | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Loss from discontinued operations and assets and liabilities acquired | ' | ||||
February 7, 2014 Through | |||||
30-Jun-14 | |||||
Loss from discontinued operations | $ | (215,703 | ) | ||
Noncurrent assets: | |||||
Property and equipment | 8,809 | ||||
Less: accumulated depreciation | (5,201 | ) | |||
Total assets from discontinued operations | $ | 3,608 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Fair value assumptions | ' | ||||||||
7-Feb-14 | 30-Jun-14 | ||||||||
Common stock issuable upon exercise of warrants | 1,482,852 | 1,410,389 | |||||||
Exercise price | $3.00 | $0.90 and $1.10 | |||||||
Market price of the Company’s common stock | $0.79 | $1.75 | |||||||
Risk free interest rate | 0.34% - 0.69% | 0.47% | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Volatility | 365.22% - 381.90% | 278.08% | |||||||
Expected term | 1.89-3.12 years | 1.48-2.04 years |
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 12 Months Ended | ||||||||||
Jun. 30, 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 | 1.863 | |||||||
Granted | 590,300 | 0.5 | |||||||||
Expired | (77,553 | ) | 1.6 | ||||||||
Outstanding at June 30, 2014 | 1,995,599 | $ | 0.894 | 1.879 | $ | 1,907,927 | |||||
Exercisable at June 30, 2014 | 1,995,599 | $ | 0.894 | 1.879 | $ | 1,907,927 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Taxes Tables | ' | ||||||||
Deferred tax assets | ' | ||||||||
Deferred tax assets consisted of the following as of June 30, 2014 and 2013: | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Net operating loss carry-forwards | $ | 801,000 | $ | - | |||||
Valuation allowance | (801,000 | ) | - | ||||||
Net deferred tax asset | $ | - | $ | - | |||||
Commitments_and_Contingencies_
Discontinued Operations (Details) (USD $) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Loss from discontinued operations | ($215,703) | ($215,703) | ' |
Property and equipment, net | 8,809 | 8,809 | ' |
Less: accumulated depreciation | -5,201 | -5,201 | ' |
Total assets from discontinued operations | $3,608 | $3,608 | ' |
General_Organization_and_Busin2
Discontinued Operations (Details) (USD $) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Loss from discontinued operations | ($215,703) | ($215,703) | ' |
Property and equipment, net | 8,809 | 8,809 | ' |
Less: accumulated depreciation | -5,201 | -5,201 | ' |
Total assets from discontinued operations | $3,608 | $3,608 | ' |
General_Organization_and_Busin3
Discontinued Operations (Details) (USD $) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Loss from discontinued operations | ($215,703) | ($215,703) | ' |
Property and equipment, net | 8,809 | 8,809 | ' |
Less: accumulated depreciation | -5,201 | -5,201 | ' |
Total assets from discontinued operations | $3,608 | $3,608 | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Loss from discontinued operations | ($215,703) | ($215,703) | ' |
Property and equipment, net | 8,809 | 8,809 | ' |
Less: accumulated depreciation | -5,201 | -5,201 | ' |
Total assets from discontinued operations | $3,608 | $3,608 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Officer and director fees | $446,747 | $193,221 |
Accrued Salaries | $17,917 | $435,516 |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Feb. 02, 2014 | Jun. 30, 2014 | |
Common stock issuable upon exercise of warrants | 1,482,852 | 1,410,389 |
Exercise price | $3 | ' |
Market price of the Companybs common stock | $0.79 | $1.75 |
Risk free interest rate | ' | 0.47% |
Dividend yield | 0.00% | 0.00% |
Volatility | ' | 278.08% |
Minimum [Member] | ' | ' |
Exercise price | ' | $0.90 |
Risk free interest rate | 0.34% | ' |
Volatility | 365.22% | ' |
Expected term | '1 year 10 months 21 days | '1 year 5 months 23 days |
Maximum [Member] | ' | ' |
Exercise price | ' | $1.10 |
Risk free interest rate | 0.69% | ' |
Volatility | 381.90% | ' |
Expected term | '3 years 1 month 13 days | '2 years 0 months 15 days |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Narrative) (USD $) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Feb. 07, 2014 | |
Notes to Financial Statements | ' | ' | ' |
Warrants outstanding, derivative liabilities | 2,810,599 | 2,810,599 | 2,965,705 |
Common shares issuable upon exercise, derivative warrants | 1,405,299 | 1,405,299 | 1,482,852 |
Fair value of warrants outstanding | $2,365,315 | $2,365,315 | $1,150,455 |
Loss on change in fair value of derivative liabilities | $1,214,860 | $1,214,860 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Feb. 07, 2014 | Jun. 30, 2013 | ||
Derivative liability | $2,365,315 | [1] | $1,150,455 | ' | [2] |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' | ||
Derivative liability | ' | ' | ' | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' | ||
Derivative liability | ' | ' | ' | ||
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ||
Derivative liability | $2,365,315 | $1,150,455 | ' | ||
[1] | MV Portfolios, Inc. and Subsidiaries | ||||
[2] | MV Patents, LLC |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 5 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Fair Value Measurements Details 1 | ' | ' |
Derivative liabilities - beginning balance | $1,150,455 | ' |
Change in fair value | 1,214,860 | 1,214,860 |
Derivative liabilities - ending balance | $2,365,315 | $2,365,315 |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Sep. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Settlement of legal fees through the issuance of convertible notes | $109,159 | $25,000 | ' |
Preferred stock, par value | ' | $0.00 | $0.00 |
pre-Reverse Split conversion price | ' | $0.50 | ' |
Amortization | ' | 31,927 | ' |
Cash paid for offering fees | ' | 295,150 | ' |
Interest rate assumption | ' | 0.47% | ' |
Volatility assumption | ' | 278.08% | ' |
Discount | ' | 211,543 | 211,543 |
Contingent beneficial conversion feature | ' | 3,959,995 | ' |
Private Placement 1 [Member] | ' | ' | ' |
Offering Date | ' | 7-Feb-14 | ' |
Proceeds from private placements | ' | 2,942,495 | ' |
Convertible note issued, rate | ' | 10.00% | ' |
Private Placement 2 [Member] | ' | ' | ' |
Offering Date | ' | 3-Mar-14 | ' |
Proceeds from private placements | ' | 992,500 | ' |
Convertible note issued, rate | ' | 10.00% | ' |
Private Placement 3 [Member] | ' | ' | ' |
Offering Date | ' | 15-Nov-13 | ' |
Proceeds from private placements | ' | 325,000 | ' |
Convertible note issued, rate | ' | 10.00% | ' |
Warrants issued with private placements | ' | 325,000 | ' |
Interest rate assumption | ' | 2.71% | ' |
Volatility assumption | ' | 306.96% | ' |
Discount | ' | 252,778 | ' |
Agent Fees [Member] | ' | ' | ' |
Warrant exercise price | ' | $0.50 | ' |
Exercise term | ' | '3 years | ' |
Fair value of warrants | ' | 1,120,970 | ' |
Amortization | ' | 726,564 | ' |
Cash paid for offering fees | ' | $295,150 | ' |
Warrants issued for offering fees | ' | 590,300 | ' |
Participation_Rights_Details_N
Participation Rights (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Participation Rights Details Narrative | ' | ' |
Contingent conversion amount | $2,250,000 | ' |
Participation Rights liability | ' | 150,000 |
Cash received related to funding agreement | ' | 125,000 |
Investor fund obligation | ' | 375,000 |
Investor Participation Rights liability | ' | $125,000 |
Contingent_Liabilities_Details
Contingent Liabilities (Details Narrative) (USD $) | Jun. 30, 2013 |
Contingent Liabilities Details Narrative | ' |
Contingent liabilities | $441,527 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 7 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Feb. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 29, 2014 | Jun. 30, 2014 | Feb. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 06, 2014 | Jun. 30, 2014 | ||
Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | |||||
Preferred stock outstanding, prior to exchange | ' | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Common stock outstanding, prior to exchange | ' | 1,501,013 | ' | ' | ' | ' | ' | ' | ' | ' | |
Net liabilities as of the date of the share exchange | ' | $1,179,158 | ' | ' | ' | ' | ' | ' | ' | ' | |
Conversion of Preferred stock to common stock, Shares | ' | ' | ' | 8,000,000 | -14,000,000 | ' | 6,000,000 | 140,000 | ' | 60,000 | |
Second conversion of Preferred stock to common stock, Shares | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | 80,000 | |
Stockholder contribution | $150,000 | [1] | $2,757 | ' | ' | ' | ' | ' | ' | ' | ' |
[1] | MV Patents, LLC |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details) (USD $) | 5 Months Ended |
Jun. 30, 2014 | |
Common Shares Covered by Warrants | ' |
Outstanding at beginning of period | 1,482,852 |
Granted | 590,300 |
Expired | -77,553 |
Outstanding at end of period | 1,995,599 |
Exercisable at end of period | 1,995,599 |
Weighted Average Exercise Price | ' |
Outstanding at beginning of period | $1.09 |
Granted | $0.50 |
Expired | $1.60 |
Outstanding at end of period | $0.89 |
Exercisable at end of period | 0.894 |
Weighted Average Remaining Term (Years) | ' |
Outstanding at beginning of period | '1 year 10 months 11 days |
Outstanding at end of period | '1 year 10 months 17 days |
Exercisable at end of period | '1 year 10 months 17 days |
Aggregate Intrinsic Value | ' |
Outstanding at end of period | 1,907,927 |
Exercisable at end of period | 1,907,927 |
Stock_Options_and_Warrants_Det1
Stock Options and Warrants (Details Narrative) | Jun. 30, 2014 |
Equity [Abstract] | ' |
Shares authorized for issuance under equity plan | 6,150,564 |
Options available for grant under plan | 6,150,564 |
Warrants issued as commissions | 590,300 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Income Taxes Details | ' | ' |
Net operating loss carry-forwards | $801,000 | ' |
Valuation allowance | -801,000 | ' |
Net deferred tax asset | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | Jun. 30, 2014 |
Income Taxes Details Narrative | ' |
Net operating loss carry-forwards for income taxes | $2,290,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $505,000 |
2016 | 430,000 |
2017 | 268,750 |
Employment agreement commitment | $1,203,750 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commission rate to MV Patents | 10.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | 5 Months Ended | 12 Months Ended | |
Sep. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | ||||
Shares exchange for unpatented mining claims | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Preferred stock to common stock, Shares | ' | ' | ' | 8,000,000 | -14,000,000 | 6,000,000 | 140,000 | 60,000 |
Liquidation preference | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Interest owned | $315,000 | ' | ' | ' | ' | ' | ' | ' |
Shares designated as Series D Preferred shares | 20,000 | ' | ' | ' | ' | ' | ' | ' |
Shares designated as Series B Preferred shares | 3,329,530 | ' | ' | ' | ' | ' | ' | ' |
Shares issued under exchange agreement | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Options granted to Company officers | 4,690,339 | ' | ' | ' | ' | ' | ' | ' |
Series B Preferred, legal fee settlement | 79,530 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, legal fee settlement | 169,505 | ' | ' | ' | ' | ' | ' | ' |
Settlement of legal fees through the issuance of convertible notes | $109,159 | $25,000 | ' | ' | ' | ' | ' | ' |