Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Feb. 28, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | |||
Registrant Name | MV PORTFOLIOS, INC. | ||
Registrant CIK | 1,363,573 | ||
Document Type | 10-K | ||
Period End date | Jun. 30, 2017 | ||
Fiscal Year End | --06-30 | ||
Trading Symbol | mvp | ||
Entity Common Stock, Held by non-affiliates | 41,620,628 | ||
Entity Common Stock, Shares Outstanding | 73,005,628 | ||
Entity Public Float | $ 1,664,825 | ||
Share price | $ 0.04 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | No | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash | $ 10,121 | $ 2,640 |
Advances to related party | 5,000 | |
Investment and advances to unconsolidated subsidiary | 549,619 | |
Other current assets | 2,000 | |
Total assets | 566,740 | 2,640 |
Current liabilities: | ||
Accounts payable | 897,785 | 1,345,811 |
Accounts payable - related party | 50,000 | |
Accrued expenses | 102,962 | |
Accrued expenses - related party | 512,302 | |
Advances - related party | 25,500 | 5,000 |
Short term loan - net of discount of $12,760 and $19,417 | 12,240 | 5,583 |
Total liabilities | 1,600,789 | 1,356,394 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, par value $0.001 per share; 300,000,000 shares authorized; 73,005,628 and 44,977,822 shares issued and outstanding | 73,006 | 44,978 |
Additional paid-in capital | 26,293,038 | 24,410,394 |
Accumulated deficit | (27,412,822) | (25,526,018) |
Total stockholders' deficit attributable to MV Portfolios, Inc. | (1,034,049) | (1,057,949) |
Total stockholders' equity attributable to non-controlling interest | (295,805) | |
Total stockholders' deficit | (1,034,049) | (1,353,754) |
Total liabilities and stockholders' deficit | 566,740 | 2,640 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 8,000 | 8,000 |
Total stockholders' deficit | 8,000 | 8,000 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 749 | 749 |
Total stockholders' deficit | 749 | 749 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 3,875 | 3,928 |
Total stockholders' deficit | 3,875 | 3,928 |
Series D Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 20 | 20 |
Total stockholders' deficit | 20 | $ 20 |
Series E Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 85 | |
Total stockholders' deficit | $ 85 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Discount on short-term loans | $ 12,760 | $ 19,938 |
Preferred Stock, Shares Authorized | 50,000,000 | |
Common Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 73,005,628 | 44,977,822 |
Common Stock, Shares Outstanding | 73,005,628 | 44,977,822 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 22,000,000 | 22,000,000 |
Preferred Stock, Shares Issued | 8,000,000 | 8,000,000 |
Preferred Stock, Shares Outstanding | 8,000,000 | 8,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,592,238 | 3,392,530 |
Preferred Stock, Shares Issued | 749,740 | 749,740 |
Preferred Stock, Shares Outstanding | 749,740 | 749,740 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 8,000,000 | 8,000,000 |
Preferred Stock, Shares Issued | 3,874,560 | 3,927,366 |
Preferred Stock, Shares Outstanding | 3,874,560 | 3,927,366 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000 | 20,000 |
Preferred Stock, Shares Issued | 20,000 | 20,000 |
Preferred Stock, Shares Outstanding | 20,000 | 20,000 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 85,000 | 85,000 |
Preferred Stock, Shares Issued | 85,000 | 85,000 |
Preferred Stock, Shares Outstanding | 85,000 | 85,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||
General and administrative | $ 1,786,835 | $ 3,450,337 |
Loss from operations | 1,786,835 | 3,450,337 |
Other income (expenses): | ||
Interest expense | (33,075) | (1,522) |
Other expense | (93,866) | |
Loss on deconsolidation of LocatorX, Inc. | (396,538) | |
Gain on change in fair value of derivative liabilities | 11,700 | |
Total other income (expenses), net | (523,479) | 10,178 |
Net loss | (2,310,314) | (3,440,159) |
Net loss attributable to non-controlling interest | (423,510) | (213,139) |
Net loss attributable to MV Portfolios, Inc. | $ (1,886,804) | $ (3,227,020) |
Basic and diluted net loss per share: | ||
Net loss per share (in dollars per share) | $ (0.03) | $ (0.08) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 60,636,177 | 38,767,293 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Jun. 30, 2015 | $ 8,000 | $ 749 | $ 4,034 | $ 20 | $ 24,872 | $ 20,906,276 | $ (12,571) | $ (22,298,998) | $ (1,367,618) | |
Beginning Balance (in shares) at Jun. 30, 2015 | 8,000,000 | 749,740 | 4,032,977 | 20,000 | 24,872,211 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common Stock issued for cash | $ 10,500 | 409,500 | 420,000 | |||||||
Common Stock issued for cash (in shares) | 10,500,000 | |||||||||
Common shares issued to settle liability | $ 9,500 | 475,500 | 485,000 | |||||||
Common shares issued to settle liability (in shares) | 9,500,000 | |||||||||
Warrants expense | 152,167 | 152,167 | ||||||||
Conversion of preferred stock to common stock | $ (106) | $ 106 | ||||||||
Conversion of preferred stock to common stock (in shares) | (105,611) | 105,611 | ||||||||
Option amortization expense | 1,898,994 | 1,898,994 | ||||||||
Debt Discount due to warrants issued with debt | 19,938 | 19,938 | ||||||||
Contribution by non-controling interest | 552,019 | (70,095) | 481,924 | |||||||
Net loss | (213,139) | (3,227,020) | (3,440,159) | |||||||
Ending Balance at Jun. 30, 2016 | $ 8,000 | $ 749 | $ 3,928 | $ 20 | $ 44,978 | 24,410,394 | (295,805) | (25,526,018) | (1,353,754) | |
Ending Balance (in shares) at Jun. 30, 2016 | 8,000,000 | 749,740 | 3,927,446 | 20,000 | 44,997,822 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common Stock issued for cash | $ 18,175 | 494,825 | 513,000 | |||||||
Common Stock issued for cash (in shares) | 18,175,000 | |||||||||
Common shares issued to settle liability | $ 5,600 | 106,400 | 112,000 | |||||||
Common shares issued to settle liability (in shares) | 5,600,000 | |||||||||
Cost of capital | $ 1,700 | (1,700) | ||||||||
Cost of capital (in shares) | 1,700,000 | |||||||||
Common shares issued for services | $ 2,500 | 47,500 | $ 50,000 | |||||||
Common shares issued for services (in shares) | 2,500,000 | 2,500,000 | ||||||||
Preferred shares issued for cash | $ 85 | |||||||||
Preferred shares issued for cash (in shares) | 85,000 | |||||||||
Conversion of preferred stock to common stock | $ (53) | $ 53 | ||||||||
Conversion of preferred stock to common stock (in shares) | (52,806) | 52,806 | ||||||||
Option amortization expense | 663,119 | |||||||||
Contribution by non-controling interest | 572,500 | (226,842) | $ 345,658 | |||||||
Deconsolidation of Locator X | 946,157 | |||||||||
Net loss | $ (423,510) | (1,886,804) | (2,310,314) | |||||||
Ending Balance at Jun. 30, 2017 | $ 8,000 | $ 749 | $ 3,875 | $ 20 | $ 85 | $ 73,006 | $ 26,293,038 | $ (27,412,822) | $ (1,034,049) | |
Ending Balance (in shares) at Jun. 30, 2017 | 8,000,000 | 749,740 | 3,874,560 | 20,000 | 85,000 | 73,005,628 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,310,314) | $ (3,440,159) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on deconsolidation of LocatorX, Inc. | 396,538 | |
Amortization of debt discounts and deferred financing costs | 7,157 | 521 |
Gain on change in fair value of derivative liabilities | (11,700) | |
Stock-based compensation | 663,119 | 1,894,994 |
Common stock issued for services | 50,000 | |
Warrants issued for services | 152,167 | |
Loss on common stock issued for liabilities | 105,000 | |
Change in operating assets and liabilities: | ||
Other current assets | (7,000) | |
Accounts payable | (336,026) | |
Accounts payable-related parties | 50,000 | |
Accrued expenses | 102,962 | 361,385 |
Accrued expenses-related parties | 512,302 | |
Net cash used in operating activities | (871,262) | (937,792) |
Cash flows from financing activities: | ||
Contribution by non-controlling interest | 345,658 | 481,924 |
Repayment of convertible notes | ||
Proceeds from the sale of common stock | 513,000 | 420,000 |
Proceeds from the sale of Series E preferred stock | 85 | |
Proceeds from related party debt | 20,000 | 5,000 |
Proceeds from issuing debt | 25,000 | |
Net cash provided by financing activities | 878,743 | 931,924 |
Net increase (decrease) in cash | 7,481 | (5,868) |
Cash, beginning of period | 2,640 | 8,508 |
Cash, end of period | 10,121 | 2,640 |
Supplemental disclosures of cash flow information: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Conversion of Series C Preferred stock to common stock | 53 | 161 |
Common stock issued for liabilities | 112,000 | 485,000 |
Debt discount on warrants | $ 19,938 |
General Organization and Busine
General Organization and Business | 12 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | 1. General Organization and Business MV Portfolios, Inc. and subsidiaries (collectively the “Company”) is a Nevada corporation. The Company was an exploration stage mining company with a focus on the identification, acquisition and development of rare and precious metals mining properties in the Americas. On February 7, 2014, the Company entered into a securities exchange agreement (the “Securities Exchange”) with MVP Portfolio, LLC (“MVP Portfolio”), a Florida limited liability company, MV Patents, LLC (“MV Patents”), a Florida limited liability company and majority member of MVP Portfolio, and other members of MVP Portfolio (all such members collectively, the “Members”). Pursuant to the Securities Exchange, the Members sold all of their membership interests in MVP Portfolio to the Company in exchange for an aggregate of 9,385,000 shares of common stock, $0.10 par value per share, after taking into account the 1 for 100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. Following the Securities Exchange, the Company assumed the additional line of business of MVP Portfolio. The Securities Exchange was consummated in anticipation of a 1 for 100 Reverse Split. As the share exchange is dependent upon the Reverse Split, all share and per share amounts herein have been retroactively restated to reflect the 1 for 100 Reverse Split as if it has been effected during all periods presented. MV Patents, formed on July 11, 2011 has limited operations. MVP Portfolio was formed on July 26, 2013 as a wholly owned subsidiary of MV Patents. On August 30, 2013, MV Patents transferred a portion of its patents without recourse to MVP Portfolio. Pursuant to the Securities Exchange on February 7, 2014, MVP Portfolio ceased to be a subsidiary of MV Patents and became a wholly owned subsidiary of the Company. MV Patents is deemed to be the predecessor entity to MVP Portfolio. On March 6, 2014, MVP Portfolio changed its form of organization to a Florida corporation from a Florida limited liability company, and changed its name to Visual Real Estate, Inc. (“VRE”). VRE has historically maintained a June 30 fiscal year, through MV Patents, the predecessor business to MVP Portfolio. Subsequent to the Securities Exchange, the Company changed its fiscal year end to June 30, which is VRE’s year end. 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. On March 17, 2014, VRE filed a patent infringement lawsuit against Goggle Inc. in the United States District Court for the Middle District of Florida; case number 3:14-cv-00274-TJC-PDB. The lawsuit claimed infringement of three of VRE’s patents and identified Goggle Street View and Goggle Earth as infringing upon VRE’s patents. On August 20, 2014, Goggle, Inc. filed four petitions for InterParties Review (“IPR”) before the Patent Trial and Appeal Board (“PTAB”) challenging our patent infringement claims. On January 25, 2016, the PTAB issued a final written decision on the IPR which was not favorable to VRE. The ruling, indicating that the claims were too broad, invalidating our most valuable claims. Therefore, we have dropped the lawsuit. On November 20, 2014, the Company formed a wholly owned subsidiary, Flexine, Inc., which will explore productization potential from a patent from Harvard University for a novel material that may be used to create a unique variable focus lens for SmartPhone cameras. On November 20, 2014, the Company formed a wholly owned subsidiary, LocatorX, Inc.(which name was changed from ResoCator, Inc. in March 2017), which will explore productization potential from a patent from the University of Oxford for a Solid-state Miniature Atomic Clock (“SMAC”). MV Portfolios, Inc. has signed an option agreement for US Patent 82217724 with ISIS Innovations (University of Oxford’s patent licensing company). On September 1, 2016, the Company formed a wholly owned subsidiary, Rabbit Drones, Inc. (which name was changed to 1 st |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Principles of Consolidation The results of operations and cash flows for the years ended June 30, 2017 and 2016 include the consolidated results of operations and changes in cash flows of MV Portfolios, Inc. and Subsidiaries which includes Flexine, Inc., Visual Real Estate Inc. and LocatorX, Inc. (formerly named ResoCator, Inc.). LocatorX, Inc. was formed as a wholly-owned subsidiary and has subsequently added additional investors. All material intercompany balances and transactions have been eliminated. As of June 30, 2017, the Company has a voting interest of 15.03% in LocatorX, Inc., accordingly the Company deconsolidated LocatorX, Inc. in June 2017. As of June 30, 2016, the Company had a voting interest of 73%. 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, 2017 and 2016, 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. Intangible Assets The Company has several patent portfolios. As of June 30, 2017 and 2016, no value has been assigned to the patents. The main patents in the portfolio were transferred to MV Patents, the predecessor business to VRE, by a member on July 25, 2011, for the consideration of $1 without recourse. The patents were transferred to VRE on August 30, 2013 without recourse. As such, the patents are recorded at historical cost, which was deemed to be zero at the time of transfer. Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company used a probability-weighted scenario analysis model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with Financial Accounting Services Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging Fair Value Measurements The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718 , Compensation - Stock Compensation Equity-Based Payments to Non-Employees Net Earnings (Loss) per Common Share Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the years ended June 30, 2017 and 2016, a net loss was reported and the Company excluded options and outstanding warrants to purchase shares of common stock, as the effect would be anti-dilutive. Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the 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, 2017, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2017 and 2016, 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. 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 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2017 | |
Going Concern | |
Going Concern | 3. Going Concern The Company is engaged in limited operations. The ongoing business plan of the Company is to assert its intellectual property rights to monetize its patents through net recoveries. Net recoveries relate to monetary payments received by the Company in respect to its patents through judgments, settlements, royalty agreements, or other disposition of the patents or cash proceeds of any equity actually received as consideration for any such disposition, including those received in connection with litigation. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred losses for all periods presented, as the ongoing business has not yet commenced. The Company has not established an ongoing source of revenues and has funded activities to date primarily from convertible notes and common stock offerings. In addition, the Company had a working capital deficit as of June 30, 2017. 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. |
Non-Controlling Interests in Co
Non-Controlling Interests in Consolidated Subsidiary and Deconsolidation | 12 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests in Consolidated Subsidiary and Deconsolidation | 4. Non-Controlling Interests in Consolidated Subsidiary and Deconsolidation Following a series of transactions and capital contributions that occurred up to and including June 30, 2017, the Company no longer held a controlling financial interest in its previously consolidated affiliate, LocatorX, Inc. Accordingly, the results of operations of LocatorX, Inc. were consolidated in the accompanying consolidated financial statements up to June 30, 2017. The Company held a 73% equity interest in LocatorX, Inc. at June 30, 2016, and held a 15% equity interest at June 30, 2017. The Company accounts for this retained interest under the cost method for investments. Mr. Meadows has voting control of LocatorX, Inc. via Series A Preferred Stock and is the chief executive officer of LocatorX, Inc. and MV Portfolios, Inc. LocatorX, Inc. is developing and marketing new technologies using Miniature Atomic Clock (MAC) technology patented by the University of Oxford. The Company has an exclusive global license to this patent and others for the lifetime of the patent. A new, man-made, nitrogen encaged ‘Buckyball’ molecule is the core of the MAC. Currently, LocatorX, Inc. has no revenues and has general and administrative expenses as it is implementing its business plan. We determined the fair value of our investment in and advances to LocatorX, Inc. to be $549,619 as of June 30, 2017 and we recorded a loss on deconsolidation of $396,538, subsequent to June 30, 2017, the Company received $427,000 from LocatorX as payment on such advances. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Officer and director fees totaled $216,896 and $381,196 for the years ended June 30, 2017 and 2016, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses. In September 2014 the Company granted 5,140,339 common stock options to its officers. The total fair value of the award was estimated to be $9,605,675. Share-based compensation expense is recognized ratably over the vesting periods. For the year ended June 30, 2017 and 2016, the Company recognized share-based compensation expense as a component of general and administrative expenses of $318,516 and $1,766,833. In March 2017, the Company issued 85,000 Series E shares with 1,000 to 1 voting rights pursuant to the November 2016 private placement of securities for $85 to our chief executive officer Mr. Meadow. The Series E Preferred Stock shall automatically, and without any further action on the part of the holder, convert into one share of common stock, upon a “change in control” of the Company. Mr. Meadow has the ability to exert total influence over the outcome of all matters, including, director appointments, tender offers, mergers, proxy contests and other equity transactions. As of June 30, 2017 and June 30, 2016, the Company owed its officers and directors $512,302 and $314,198, respectively for compensation which was recorded as accounts payable and accrued liabilities in its consolidated balance sheets. As of June 30, 2017 and 2016, the Company had advances of $25,500 and $5,000 from an officer. The note is due on demand, and bears no interest. Effective September 1, 2016, the Board of Directors of 1st Rescue, Inc. approved a consulting agreement with Mr. Meadow for $5,000 per month which is included in accounts payable for $50,000 as of June 30, 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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 liabilities 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, 2017 and June 30, 2016: Fair Value Measurement at June 30, 2017 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ — $ — $ — Total $ — $ — $ — Fair Value Measurement at June 30, 2016 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ — $ — $ — Total $ — $ — $ — The following table sets forth the changes in the fair value of derivative liabilities for the period from June 30, 2015 through year ended June 30, 2017: Balance, June 30, 2015 $ 11,700 Change in fair value of derivative liabilities (11,700 ) Balance, June 30, 2016 — Change in fair value of derivative liabilities — Balance, June 30, 2017 $ — |
Short Term Loan
Short Term Loan | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Short Term Loan | 7. Short Term Loan In May 2016, the Company issued a note for $25,000 with an annual rate of interest of 4.0%. Along with the debt offering, the Company also issued 1,666,667 warrants. The warrants are exercisable immediately with an exercise price of $0.06 per share and expire May 26, 2019. The Company used the Black-Scholes option pricing model to determine the relative fair value of the warrant and a debt discount of $19,938 was recorded. During the years ended June 30, 2017 and 2016, the Company recognized amortization expense of $7,157 and $521 and the note balance as of June 30, 2017 was $12,240 or $25,000 net of discount of $12,760. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common stock During the period from September to November 2015, the Company issued 10,500,000 common shares for a total cash consideration of $420,000 and 5,250,000 warrants to purchase up to an additional 2,625,000 common shares at $0.06 per share through a private placement of securities. During the period from September to November 2015, the Company issued 9,500,000 common shares for a total fair value of $485,000 to settle $380,000 liabilities, and recognized a loss of $105,000. In addition, the Company also issued 4,750,000 warrants to purchase up to an additional 2,375,000 common shares at $0.06 per share. In March 2017, the Company issued 5,600,000 common shares to its officer to settle accrued salary for $112,000. In June 2016, the Company issued 105,611 common shares upon the conversion of 105,611 shares of Series C preferred stock. During the year ended June 30, 2017, the Company issued 18,175,000 and obligated to issue an additional 7,475,000 common shares and 12,825,000 warrants for cash of $513,000 through a private placement of securities. The warrants are exercisable at a price of $0.001 per share and have a 2 year life. In connection with the private placement the Company issued 1,700,000 common shares and 850,000 warrants with a 2 year life, exercise price of $.06 for investment banking fees. In connection with an escrow agreement the Company is obligated to issue an additional 7,475,000 shares of common stock to 2 investors. In connection with the filing compliance default, the Company issued an additional 882,657 warrants and adjusted the exercise price to $0.001. During the year ended June 30, 2017, the Company issued 2,500,000 common shares for services valued at $50,000. Preferred Stock The Company is authorized to issue 50,000,000 shares of Preferred Stock. Series A Preferred Stock The Company is authorized to issue 8,000,000 shares of Series A Preferred Stock. There are 8,000,000 shares of Series A Preferred Stock outstanding. No Series A Preferred Stock was issued for the years ended June 30, 2017 and 2016, respectively. The Series A convertible preferred stock are convertible into common shares at a ratio of 100 to 1 and have no voting rights. Series B Preferred Stock The Company is authorized to issue 3,329,530 shares of Series B Preferred Stock. There are 749,740 shares of Series B Preferred Stock outstanding. No Series B Preferred Stock was issued for the years ended June 30, 2017 and 2016, respectively. Series B Preferred Stock is convertible into common stock at a ratio of 1 to 1. 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. Series C Preferred Stock The Company is authorized to issue 8,000,000 shares of Series C Preferred Stock. There are 3,874,560 shares of Series C Preferred Stock outstanding. Each share of Series C Preferred Stock will be entitled to a liquidation preference equal to $0.001 per share. Otherwise, the Series C Preferred Stock will be equivalent in all respects to the Common Stock, with each share of Series C Preferred stock entitled to one vote and the holders of the Series C Preferred Stock voting together with the holders of the Common Stock. The Series C Preferred Stock is convertible into common stock at a ratio of 1 to 1. During the year ended June 30, 2016, the Company issued 105,611 common shares upon the conversion of 105,611 shares of Series C Preferred Stock. During the year ended June 30, 2017, the Company issued 52,806 common shares for the conversion of 52,806 Series C Preferred Stock. Series D Preferred Stock The Company is authorized to issue 20,000 shares of Series D Preferred Stock. There are 20,000 shares of Series D Preferred Stock outstanding. In September 2014, the Company issued 20,000 shares of Series D convertible preferred stock (the “Series D Preferred Stock”), to officers and Directors for compensation valued at $40,000. The Series D Preferred Stock will be equivalent in all respects to the Company’s common stock, except that each share of Series D Preferred Stock will be entitled to cast 1,000 votes per share and contain liquidation preference. Series D Convertible Preferred Stock is convertible into common stock at a ratio of 1 to 1. Series E Preferred Stock The Company is authorized to issue 85,000 shares of Series E Preferred Stock. There are 85,000 shares of Series E Preferred Stock outstanding. In March 2017, the Company issued 85,000 Series E shares with 1,000 to 1 voting rights pursuant to the November 2016 private placement of securities for $85 to Mr. Meadow. The Series E Preferred Stock shall automatically, and without any further action on the part of the holder, convert into one share of common stock, upon a “change in control” of the Company. Mr. Meadow will continue for the foreseeable future to have the ability to exert total influence over the outcome of all matters, including, director appointments, tender offers, mergers, proxy contests and equity transactions. Non-controlling Interest During the year ended June 30, 2017, LocatorX, Inc. issued 1,195,000 and 63,000 shares of its Series B and C preferred stock for $572,500. The issuance of the subsidiary shares resulted in an adjustment to non-controlling interest of $226,842. During the year ended June 30, 2016, LocatorX, Inc. issued 240,962 shares of its Series B preferred stock for $481,924. The issuance of the subsidiary shares resulted in an adjustment to non-controlling interest of $70,095. Filing Compliance Default In connection with a private placement completed on November 26, 2016, the Company agreed to file its required financial reports in a timely manner pursuant to the requirements of the Securities Exchange Act of 1934 (“Exchange Act”). Not meeting the filing requirements of the Exchange Act constitutes a Filing Compliance Default under the terms of the private placement and triggers certain liquidated damages payments from the Company to the investors in the private placement. The liquidated damages payment is function of the overall investment of the investors; two percent (2%) of the aggregate of the subscription amount ($549,000) and the amount of the warrants purchased ($688,500) paid monthly (such payments being Public Information Failure Payments). To the extent the Company does not pay the monthly Public Information Failure Payments in a timely manner, such amounts shall accrue interest at 1.5% per month (18% per annum). The Company was in default of its Exchange Act filing requirement as of March 17, 2017 and remained in such a status as of June 30, 2017. As of June 30, 2107, the Company had accrued $93,866 in Public Information Failure Payment obligations in its accrued expenses. The Company issued an additional 882,657 warrants and adjusted the exercise price to $0.001. Since June 30, 2017, and as of March 17, 2018, the Company has not met the filing requirements specified by the terms of the private placement and has in turn accrued $325,202 in Public Information Failure obligations in its accrued expenses. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | 9. Stock Options and Warrants Options On February 7, 2014, the Company’s Board of Directors voted to terminate the 2007 Stock Option Plan and adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 6,150,564 shares of the Company’s Common Stock to officers, key employees, consultants and directors. The options’ exercise price will be no less than the closing price of the Company’s shares on the day of issuance. When incentive stock options are granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company, the per share exercise price will be no less than 110% of the closing price of the Company’s shares on the day of issuance. On March 31, 2017, the Company granted an aggregate of 10,000,000 common stock options to certain officers of the Company. The options have a fair value of $183,730 and vest immediately and are exercisable at $0.06 per share and expire on March 31, 2020. The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The Company recorded option amortization expense in accordance with the vesting terms of $502,246 and $1,766,833 for the years ended June 30, 2017 and 2016, respectively. A summary of the status of the Company’s stock option plan as of June 30, 2017 and 2016 are as follows: Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 5,140,339 $ 0.50 8.675 $ — Granted — — — $ — Outstanding at June 30, 2016 5,140,339 0.500 7.673 $ — Exercisable at June 30, 2016 3,742,754 0.500 7.653 $ — Granted 10,000,000 0.06 3.00 $ — Outstanding at June 30, 2017 15,140,339 0.500 3.927 $ — Exercisable at June 30, 2017 15,027,839 $ 0.21 3.939 $ — LocatorX, Inc. Options During the years ended June 30, 2017 and 2016, LocatorX granted 2,640,000 and 3,790,000 options to certain consultants and officers and are exercisable at $0.20 to $1.20 per share and expire in December 2020. During the year ended June 30, 2016, 667,500 options were forfeited when the consultant that had vesting options did not have their contracts renewed. The options vest in twelve quarterly installments. The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model and the fair value of the options is $267,514 and $387,661 for June 30, 2017 and 2016, respectively. The following assumptions were used for the options granted during the years ended June 30, 2017 and 2016: 2017 2016 Risk-free interest rate 1.03% 0.45% - 1.07% Expected volatility 84.31% 73.58% - 93.57% Dividend yield 0.00% 0.00% Expected option term 1.8 – 3 years 1.3 – 4.4 years Options amortization expense of the LocatorX’s stock options was $75,979 and $128,161 for the year ended June 30, 2017 and 2016, respectively. A summary of the status of LocatorX’s stock options as of June 30, 2017 and 2016 are as follows: Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 300,000 $ — Granted 3,790,000 0.200 Forfeited 667,500 0.170 Outstanding at June 30, 2016 3,422,500 0.186 2.557 $ — Exercisable at June 30, 2016 663,333 0.349 2.745 $ — Forfeited — — Granted 2,640,000 1.17 Outstanding at June 30, 2017 6,062,500 0.61 1.95 $ — Exercisable at June 30, 2017 2,079,994 $ 0.25 1.53 $ — Warrants The estimated fair value of the warrants issued was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. Warrants expense was $84,894 and $152,167 for the years ended June 30, 2017 and 2016, respectively. The Company granted 16,224,324 warrants during the year ended June 30, 2017 in connection with a private placement. During the year ended June 30, 2017, the Company granted 2,250,000 warrants for services valued at $84,894. The following table presents the warrant activity during the years ended June 30, 2017 and 2016 presented on a post 1 for 100 Reverse Split basis: Common Shares Covered by Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 2,965,343 $ 1.118 1.919 $ — Granted 11,666,667 0.060 Expired (1,418,534 ) 1.352 Outstanding at June 30, 2016 13,213,476 0.159 1.813 $ — Exercisable at June 30, 2016 13,213,476 $ 0.159 1.813 $ — Granted 18,474,324 0.01 Expired (513,476 ) 0.50 Outstanding at June 30, 2017 31,174,324 $ 0.067 1.0 $ 165,000 Exercisable at June 30, 2017 29,374,324 $ 0.067 1.0 $ 165,000 The estimated fair value of $84,894 and $152,167 for the warrants was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The following assumptions were used for the warrants for the years ended June 30, 2017 and 2016: 2017 2016 Risk-free interest rate 0.99% 0.99% Expected volatility 266% - 284% 186% - 207% Dividend yield 0.00% 0.00% Expected option term 4 years 1 years |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes No provision for federal and state income taxes has been recognized for the years ended June 30, 2017 and 2016, 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 $10,700,000 as of June 30, 2017, 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 2037. 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. Deferred tax assets consisted of the following as of June 30, 2017 and 2016: June 30, 2017 June 30, 2016 Net operating loss carry-forwards $ 3,600,000 $ 2,873,000 Valuation allowance (3,600,000 ) (2,873,000 ) Net deferred tax asset $ — $ — |
Retirement Plan
Retirement Plan | 12 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 11. Retirement Plan Effective January 1, 2014, the Company adopted a qualified 401(k) deferred compensation plan, with deferrals beginning in June 2014. All employees who are eighteen years or older and have worked for at least three consecutive months are eligible to participate in the plan. The plan provides for mandatory safe-harbor matching contributions and discretionary non-elective contributions as determined by management. The Company did not elect to make any contributions for the year ended June 30, 2017 and 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Employment Agreements In March 2017, the Company entered into employment agreements with two executive officers for a term of 3 years. The agreements have contingencies for termination to pay severance up to twenty four months and health care. The agreements provide for additional bonus payments that are defined in the agreement. Other On November 16, 2015, SiberLaw LLP filed for a default judgment against VRE, Inc. for a liquidated amount of $146,736. The Duval county Florida court ruled in SiberLaw’s favor, and the amount is recorded as a liability on the balance sheet. SiberLaw registered a lien at the US Patent Trademark Office for all patents owned by the Company’s subsidiary Visual Real Estate Inc. These patents relate to Video Drive By family of patents including US Patent 7389181, 7929800, 8078396, 8090633, 8207964, 8213743, 8558848 and 8554015. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Subsequent to June 30, 2017, the Company received $427,000 from LocatorX, Inc. as payment on advances from MVPI to LocatorX, Inc.. In November 2017, the Board of Directors extended the expiration date for 10,000,000 warrants expiring in September 2017 to December 2018. |
Summary of Significant Accoun20
Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The results of operations and cash flows for the years ended June 30, 2017 and 2016 include the consolidated results of operations and changes in cash flows of MV Portfolios, Inc. and Subsidiaries which includes Flexine, Inc., Visual Real Estate Inc. and LocatorX, Inc. (formerly named ResoCator, Inc.). LocatorX, Inc. was formed as a wholly-owned subsidiary and has subsequently added additional investors. All material intercompany balances and transactions have been eliminated. As of June 30, 2017, the Company has a voting interest of 15.03% in LocatorX, Inc., accordingly the Company deconsolidated LocatorX, Inc. in June 2017. As of June 30, 2016, the Company had a voting interest of 73%. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2017 and 2016, 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 | 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. |
Intangible Assets | Intangible Assets The Company has several patent portfolios. As of June 30, 2017 and 2016, 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 | Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company used a probability-weighted scenario analysis model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with Financial Accounting Services Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718 , Compensation - Stock Compensation Equity-Based Payments to Non-Employees |
Net Earnings (Loss) per Common Share | Net Earnings (Loss) per Common Share Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the years ended June 30, 2017 and 2016, a net loss was reported and the Company excluded options and outstanding warrants to purchase shares of common stock, as the effect would be anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the 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, 2017, the Company is subject to U.S. federal examinations by taxing authorities for all tax years from inception (July 11, 2011). At June 30, 2017 and 2016, 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. |
Reclassifications | 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 | New Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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, 2017 and June 30, 2016: Fair Value Measurement at June 30, 2017 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ — $ — $ — Total $ — $ — $ — Fair Value Measurement at June 30, 2016 Level 1 Level 2 Level 3 Liabilities: Warrant derivative liabilities $ — $ — $ — Total $ — $ — $ — |
Schedule of the changes in the fair value of derivative liabilities | The following table sets forth the changes in the fair value of derivative liabilities for the period from June 30, 2015 through year ended June 30, 2017: Balance, June 30, 2015 $ 11,700 Change in fair value of derivative liabilities (11,700 ) Balance, June 30, 2016 — Change in fair value of derivative liabilities — Balance, June 30, 2017 $ — |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Plan activity | A summary of the status of the Company’s stock option plan as of June 30, 2017 and 2016 are as follows: Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 5,140,339 $ 0.50 8.675 $ — Granted — — — $ — Outstanding at June 30, 2016 5,140,339 0.500 7.673 $ — Exercisable at June 30, 2016 3,742,754 0.500 7.653 $ — Granted 10,000,000 0.06 3.00 $ — Outstanding at June 30, 2017 15,140,339 0.500 3.927 $ — Exercisable at June 30, 2017 15,027,839 $ 0.21 3.939 $ — |
Schedule of Stock Options Valuation Assumptions | The following assumptions were used for the options granted during the years ended June 30, 2017 and 2016: 2017 2016 Risk-free interest rate 1.03% 0.45% - 1.07% Expected volatility 84.31% 73.58% - 93.57% Dividend yield 0.00% 0.00% Expected option term 1.8 – 3 years 1.3 – 4.4 years |
Schedule of LocatorX's stock options activity | Options amortization expense of the LocatorX’s stock options was $75,979 and $128,161 for the year ended June 30, 2017 and 2016, respectively. A summary of the status of LocatorX’s stock options as of June 30, 2017 and 2016 are as follows: Options Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 300,000 $ — Granted 3,790,000 0.200 Forfeited 667,500 0.170 Outstanding at June 30, 2016 3,422,500 0.186 2.557 $ — Exercisable at June 30, 2016 663,333 0.349 2.745 $ — Forfeited — — Granted 2,640,000 1.17 Outstanding at June 30, 2017 6,062,500 0.61 1.95 $ — Exercisable at June 30, 2017 2,079,994 $ 0.25 1.53 $ — |
Schedule of warrant activity | The following table presents the warrant activity during the years ended June 30, 2017 and 2016 presented on a post 1 for 100 Reverse Split basis: Common Shares Covered by Warrants Weighted Average Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 2,965,343 $ 1.118 1.919 $ — Granted 11,666,667 0.060 Expired (1,418,534 ) 1.352 Outstanding at June 30, 2016 13,213,476 0.159 1.813 $ — Exercisable at June 30, 2016 13,213,476 $ 0.159 1.813 $ — Granted 18,474,324 0.01 Expired (513,476 ) 0.50 Outstanding at June 30, 2017 31,174,324 $ 0.067 1.0 $ 165,000 Exercisable at June 30, 2017 29,374,324 $ 0.067 1.0 $ 165,000 |
Schedule of warrants valuation assumptions | The following assumptions were used for the warrants for the years ended June 30, 2017 and 2016: 2017 2016 Risk-free interest rate 0.99% 0.99% Expected volatility 266% - 284% 186% - 207% Dividend yield 0.00% 0.00% Expected option term 4 years 1 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets consisted of the following as of June 30, 2017 and 2016: June 30, 2017 June 30, 2016 Net operating loss carry-forwards $ 3,600,000 $ 2,873,000 Valuation allowance (3,600,000 ) (2,873,000 ) Net deferred tax asset $ — $ — |
General Organization and Busi24
General Organization and Business (Details Narrative) | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Stock Issued During Period, Shares, Acquisitions | shares | 9,385,000 |
Business Acquisition, Share Price | $ / shares | $ 0.10 |
Stockholders' Equity, Reverse Stock Split | .01 |
Summary of Significant Accoun25
Summary of Significant Accounting Principles (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Stock-based compensation | $ 713,119 | $ 2,047,161 |
LocatorX, Inc. [Member] | ||
Percentage of voting interest in subsidiary | 15.03% | 73.00% |
Non-Controlling Interests in 26
Non-Controlling Interests in Consolidated Subsidiary and Deconsolidation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair value of investment in and advances | $ 549,619 | ||
Loss on deconsolidation of LocatorX, Inc. | $ (396,538) | ||
LocatorX, Inc. [Member] | |||
Percentage of voting interest in subsidiary | 15.03% | 73.00% | |
LocatorX, Inc. [Member] | Subsequent Event [Member] | |||
Advances from affiliate | $ 427,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | |
Officers' Compensation | $ 216,896 | $ 381,196 | |||
Compensation to officers and directors | 512,302 | 314,198 | |||
Advances from officer | 25,500 | 5,000 | |||
Accounts payable - related party | 50,000 | ||||
Series E Preferred Stock [Member] | |||||
Amount of shares issued | $ 85 | ||||
Number of shares issued | 85,000 | ||||
Series E Preferred Stock [Member] | Mr. Meadow [Member] | Private Placement [Member] | |||||
Amount of shares issued | $ 85 | ||||
Number of shares issued | 85,000 | ||||
Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 5,140,339 | ||||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | $ 9,605,675 | ||||
Allocated Share-based Compensation Expense | $ 318,516 | $ 1,766,833 | |||
Officer [Member] | Consulting Agreement | |||||
Accounts payable - related party | $ 50,000 | ||||
Monthly consulting fee | $ 5,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details 1) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Text Block [Abstract] | |
Liability Value, Beginning Balance | $ 11,700 |
Liability, Period Increase (Decrease) | $ (11,700) |
Short Term Loan (Details Narrat
Short Term Loan (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2016 | Nov. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||||
Debt face amount | $ 25,000 | |||
Conversion Price | $ 4 | |||
Number of warrants issued | 1,666,667 | 5,250,000 | ||
Exercise price (in dollars per share) | $ 0.06 | |||
Expiration date | May 26, 2019 | |||
Debt discount | $ 12,760 | $ 19,938 | ||
Amortization of debt discounts and deferred financing costs | 7,157 | 521 | ||
Short term debt | $ 12,240 | $ 5,583 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 17, 2018 | Mar. 31, 2017 | Jun. 30, 2016 | May 31, 2016 | Sep. 30, 2014 | Nov. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 |
Stock Issued During Period, Shares, New Issues | 10,500,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 420,000 | $ 513,000 | $ 420,000 | |||||
Warrants issued | 1,666,667 | 5,250,000 | ||||||
Number of common shares convereted from warrants (shares) | 2,625,000 | |||||||
Warrants exercise price | $ .06 | |||||||
Stock issued for extinguisment of debt | $ 9,500,000 | |||||||
Stock issued for extinguisment of debt (shares) | 485,000 | |||||||
Common shares issued for services | $ 50,000 | |||||||
Common shares issued for services (in shares) | 2,500,000 | |||||||
Per share price of common stock | $ 0.001 | $ 0.06 | $ 0.001 | $ 0.001 | ||||
Liabilities settled with issuance of stock | $ 380,000 | |||||||
Gain (loss) on issuance of shares | $ (105,000) | $ (105,000) | ||||||
Value of common shares issued to officer | $ 112,000 | 485,000 | ||||||
Preferred Stock, authorized shares | 50,000,000 | |||||||
Contribution by non-controling interest | $ 345,658 | 481,924 | ||||||
Percentage of liquidated damages payment | 2.00% | |||||||
Subscription amount | $ (549,000) | |||||||
Value of warrants purchased | $ (688,500) | |||||||
Percentage of monthly accrued interest of Public Information Failure Payment obligations | 1.50% | |||||||
Percentage of yearly accrued interest of Public Information Failure Payment obligations | 18.00% | |||||||
Accrued expenses of Public Information Failure Payment obligations | $ 93,866 | |||||||
Subsequent Event [Member] | ||||||||
Accrued expenses of Public Information Failure Payment obligations | $ 325,202 | |||||||
LocatorX, Inc. [Member] | ||||||||
Stock Issued During Period, Value, New Issues | 572,500 | 481,924 | ||||||
Contribution by non-controling interest | $ 226,842 | $ 70,095 | ||||||
Officers and Directors [Member] | ||||||||
Common shares issued for services | $ 40,000 | |||||||
Common shares issued for services (in shares) | 20,000 | |||||||
Escrow Agreement [Member] | Two Investors [Member] | ||||||||
Obligation to issue common shares (shares) | 7,475,000 | |||||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 18,175,000 | 10,500,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 18,175 | $ 10,500 | ||||||
Common shares issued for services | $ 2,500 | |||||||
Common shares issued for services (in shares) | 2,500,000 | |||||||
Value of common shares issued to officer | $ 112,000 | $ 5,600 | $ 9,500 | |||||
Number of common shares issued to officers | 5,600,000 | 5,600,000 | 9,500,000 | |||||
Number of shares conversion of preferred stock to common stock | 105,611 | 52,806 | 105,611 | |||||
Series C Preferred Stock [Member] | ||||||||
Number of shares conversion of preferred stock to common stock | 105,611 | (52,806) | (105,611) | |||||
Preferred Stock, authorized shares | 8,000,000 | 8,000,000 | 8,000,000 | |||||
Preferred Stock, Shares Outstanding | 3,927,366 | 3,874,560 | 3,927,366 | |||||
Preferred Stock, Liquidation Preference Per Share | $ 0.001 | |||||||
Series C Preferred Stock [Member] | LocatorX, Inc. [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 63,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock, authorized shares | 22,000,000 | 22,000,000 | 22,000,000 | |||||
Preferred Stock, Shares Outstanding | 8,000,000 | 8,000,000 | 8,000,000 | |||||
Series B Preferred Stock [Member] | ||||||||
Preferred Stock, authorized shares | 3,392,530 | 3,592,238 | 3,392,530 | |||||
Preferred Stock, Shares Outstanding | 749,740 | 749,740 | 749,740 | |||||
Series B Preferred Stock [Member] | LocatorX, Inc. [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,195,000 | 240,962 | ||||||
Series D Preferred Stock [Member] | ||||||||
Preferred Stock, authorized shares | 20,000 | 20,000 | 20,000 | |||||
Preferred Stock, Shares Outstanding | 20,000 | 20,000 | 20,000 | |||||
Series E Preferred Stock [Member] | ||||||||
Preferred Stock, authorized shares | 85,000 | 85,000 | 85,000 | |||||
Preferred Stock, Shares Outstanding | 85,000 | 85,000 | 85,000 | |||||
Amount of shares issued | $ 85 | |||||||
Number of shares issued | 85,000 | |||||||
Warrants issued [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,375,000 | |||||||
Warrants issued | 4,750,000 | |||||||
Number of common shares convereted from warrants (shares) | 2,375,000 | |||||||
Warrants exercise price | $ .06 | |||||||
Private Placement [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 18,175,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 513,000 | |||||||
Obligation to issue common shares (shares) | 7,475,000 | |||||||
Warrants issued | 12,825,000 | |||||||
Warrants exercise price | $ 0.001 | |||||||
Warrants expiration term | 2 years | |||||||
Warrants issued for services (shares) | 850,000 | |||||||
Common shares issued for services | $ 17 | |||||||
Common shares issued for services (in shares) | 1,700,000 | |||||||
Private Placement [Member] | Series E Preferred Stock [Member] | Mr. Meadow [Member] | ||||||||
Amount of shares issued | $ 85 | |||||||
Number of shares issued | 85,000 | |||||||
Filing Compliance Default [Member] | ||||||||
Warrants issued | 882,657 | |||||||
Warrants exercise price | $ 0.001 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - 2014 Equity Incentive Plan [Member] - $ / shares | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Options, beginning | 5,140,339 | 5,140,339 | |
Options, Granted | 10,000,000 | ||
Options, ending | 15,140,339 | 5,140,339 | 5,140,339 |
Options, exercisable ending | 15,027,839 | 3,742,754 | |
Weighted Average Exercise Price | |||
Options, beginning | $ 0.500 | $ 0.50 | |
Options, Granted | 0.06 | ||
Options, ending | 0.500 | 0.500 | $ 0.50 |
Options, exercisable ending | $ 0.21 | $ 0.500 | |
Weighted Average Remaining Term (Years) | |||
Options, ending | 3 years 11 months 4 days | 7 years 8 months 2 days | 8 years 8 months 3 days |
Options, Granted | 3 years | ||
Options, exercisable ending | 3 years 11 months 8 days | 7 years 7 months 25 days |
Stock Options and Warrants (D32
Stock Options and Warrants (Details 1) - 2014 Equity Incentive Plan [Member] | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Risk Free Interest Rate | 1.03% | |
Expected Volatility | 84.31% | |
Dividend Yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk Free Interest Rate | 0.45% | |
Expected Volatility | 73.58% | |
Expected option term | 1 year 8 months | 1 year 3 months |
Maximum [Member] | ||
Risk Free Interest Rate | 1.07% | |
Expected Volatility | 93.57% | |
Expected option term | 3 years | 4 years 4 months |
Stock Options and Warrants (D33
Stock Options and Warrants (Details 2) - LocatorX's Stock Options [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Options, beginning | 3,422,500 | 300,000 |
Options, Granted | 2,640,000 | 3,790,000 |
Options, Forfeited | 667,500 | |
Options, ending | 6,062,500 | 3,422,500 |
Options, exercisable ending | 2,079,994 | 663,333 |
Weighted Average Exercise Price | ||
Options, beginning | $ 0.186 | |
Options, Granted | 1.17 | $ 0.200 |
Options, Forfeited | 0.170 | |
Options, ending | 0.61 | 0.186 |
Options, exercisable ending | $ 0.25 | $ 0.349 |
Weighted Average Remaining Term (Years) | ||
Options, ending | 1 year 11 months 12 days | 2 years 6 months 21 days |
Options, exercisable ending | 1 year 6 months 10 days | 2 years 8 months 28 days |
Stock Options and Warrants (D34
Stock Options and Warrants (Details 3) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 31, 2016 | Nov. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Warrants, Granted | 1,666,667 | 5,250,000 | |||
Weighted Average Exercise Price | |||||
Warrants, Granted | $ 0.06 | ||||
Warrant [Member] | |||||
Warrants, beginning | 13,213,476 | 2,965,343 | |||
Warrants, Granted | 18,474,324 | 11,666,667 | |||
Warrants, Expired | (513,476) | (1,418,534) | |||
Warrants, ending | 31,174,324 | 13,213,476 | 2,965,343 | ||
Warrants, exercisable ending | 29,374,324 | 13,213,476 | |||
Weighted Average Exercise Price | |||||
Warrantss, beginning | $ 0.159 | $ 1.118 | |||
Warrants, Granted | .01 | 0.060 | |||
Warrants, Expired | 0.50 | 1.352 | |||
Warrants, ending | .067 | 0.159 | $ 1.118 | ||
Warrants, exercisable ending | $ .067 | $ 0.159 | |||
Weighted Average Remaining Term (Years) | |||||
Warrants, ending | 1 year | 1 year 9 months 23 days | 1 year 11 months 1 day | ||
Warrants, exercisable ending | 1 year | 1 year 9 months 23 days | |||
Aggregate Intrinsic Value | |||||
Warrants, ending | $ 165,000 | ||||
Warrants, exercisable ending | $ 165,000 |
Stock Options and Warrants (D35
Stock Options and Warrants (Details 4) - Warrant [Member] | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Risk Free Interest Rate | 0.99% | 0.99% |
Dividend Yield | 0.00% | 0.00% |
Expected option term | 4 years | 1 year |
Minimum [Member] | ||
Expected Volatility | 266.00% | 186.00% |
Maximum [Member] | ||
Expected Volatility | 284.00% | 207.00% |
Stock Options and Warrants (D36
Stock Options and Warrants (Details Narrative) - USD ($) | Mar. 31, 2017 | May 31, 2016 | Nov. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Feb. 07, 2014 |
Warrants issued for services | $ 152,167 | |||||
Warrants issued | 1,666,667 | 5,250,000 | ||||
Private Placement [Member] | ||||||
Warrants issued for services (shares) | 850,000 | |||||
Warrants issued | 12,825,000 | |||||
Warrant [Member] | ||||||
Fair value of warrants issued | $ 84,894 | |||||
Warrants issued for services | $ 84,894 | $ 152,167 | ||||
Warrants issued for services (shares) | 2,250,000 | |||||
Warrants issued | 18,474,324 | 11,666,667 | ||||
Warrant [Member] | Private Placement [Member] | ||||||
Warrants issued | 16,224,324 | |||||
LocatorX, Inc. [Member] | ||||||
Number of options granted | 2,640,000 | 3,790,000 | ||||
Option fair value | $ 267,514 | $ 387,661 | ||||
Option amortization expense | $ 75,979 | $ 128,161 | ||||
Option expiration year | 2020-12 | 2020-12 | ||||
Number of options forfeited | 667,500 | |||||
LocatorX, Inc. [Member] | Minimum [Member] | ||||||
Option exercise price (in dollars per share) | $ 0.20 | |||||
LocatorX, Inc. [Member] | Maximum [Member] | ||||||
Option exercise price (in dollars per share) | $ 1.20 | |||||
2014 Equity Incentive Plan [Member] | ||||||
Number of shares authorized | 6,150,564 | |||||
Number of options granted | 10,000,000 | |||||
Option fair value | $ 183,730 | |||||
Option exercise price (in dollars per share) | $ 0.06 | |||||
Option expiration date | Mar. 31, 2020 | |||||
Option amortization expense | $ 502,246 | $ 1,766,833 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 3,600,000 | $ 2,873,000 |
Deferred Tax Assets, Valuation Allowance | $ (3,600,000) | $ (2,873,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry-forwards | $ 10,700,000 |
Expiration year | 2,037 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2017Number | Jun. 30, 2017USD ($) | |
Loss Contingency, Lawsuit Filing Date | November 16, 2015 | |
Loss Contingency, Name of Plaintiff | SiberLaw LLP | |
Loss Contingency, Name of Defendant | Visual Real Estate, Inc. | |
Loss Contingency, Damages Sought, Value | $ | $ 146,736 | |
Employment Agreement [Member] | ||
Number of officers | Number | 2 | |
Agreement expiration term (in years) | 3 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||||
Sep. 30, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Warrant [Member] | |||||
Warrants | 31,174,324 | 13,213,476 | 2,965,343 | ||
Subsequent Event [Member] | Warrant [Member] | |||||
Expiration date of warrants | Dec. 31, 2018 | ||||
Warrants | 10,000,000 | ||||
Subsequent Event [Member] | LocatorX, Inc. [Member] | |||||
Advances from affiliate | $ 427,000 |