Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Oct. 09, 2015 | Dec. 31, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Oxford City Football Club, Inc. | ||
Entity Central Index Key | 1,414,295 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,087,226 | ||
Entity Common Stock, Shares Outstanding | 66,588 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets: | ||
Cash | $ 172,653 | $ 1,259,359 |
Accounts receivable | $ 14,070 | 21,395 |
Due from Academy of Healing Art, Message and Facial Skin Care, Inc. | 62,895 | |
Inventory | $ 13,286 | 10,217 |
Prepaid expenses | $ 19,359 | 77,432 |
Investment in WENR, Corp. | 10,000 | |
Total current assets | $ 219,368 | 1,441,298 |
Property and equipment, net | $ 65,208 | 959,361 |
Oxford City Basketball League membership, net | 8,437 | |
Premier Arena Soccer League membership, deposit | $ 10,000 | 10,000 |
Online course development | 128,000 | 100,000 |
Total assets | 422,576 | 2,519,096 |
Current liabilities | ||
Accounts payable and accrued liabilities | 176,722 | 100,903 |
Officer compensation payable | 8,132,337 | $ 3,454,837 |
Deferred revenue | 5,968 | |
Deposits | 10,000 | |
Loan payable | 27,495 | $ 32,186 |
Due to related parties | $ 256,340 | 219,316 |
Long-term debt, current portion | 16,450 | |
Total current liabilities | $ 8,608,862 | 3,823,692 |
Promissory note(net of discount $2,351,872 and $0, respectively) - related party | $ 248,128 | 0 |
Long-term debt, net of current portion | 732,758 | |
Total liabilities | $ 8,856,990 | $ 4,556,450 |
Deficit: | ||
Preferred stock value | ||
Common stock: $0.0001 par value; authorized 500,000,000 shares; issued and outstanding: 51,072 and 7,623, respectively | $ 5 | $ 1 |
Additional paid-in capital | 14,027,970 | 11,953,930 |
Stock payable | 288,641 | $ 564,591 |
Shares subscription receivable | (20,000) | |
Treasury Stock | (1,338) | $ (1,338) |
Accumulated other comprehensive loss | (95,569) | (87,522) |
Accumulated deficit | (21,555,578) | (14,112,427) |
Total stockholders' deficit | (7,355,869) | (1,682,765) |
Non-controlling interest | (1,078,545) | (354,589) |
Total deficit | (8,434,414) | (2,037,354) |
Total liabilities and Deficit | $ 422,576 | $ 2,519,096 |
Series A Convertible Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value | ||
Series B Convertible Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Promissory note net of discount | $ 2,351,872 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 51,072 | 7,623 |
Common stock, outstanding | 51,072 | 7,623 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 2 | 2 |
Preferred stock, outstanding | 2 | 2 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 42 | 42 |
Preferred stock, outstanding | 42 | 42 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 617,139 | $ 622,522 |
Cost of sales | 106,565 | 104,854 |
Gross profit | 510,574 | 517,668 |
Operating expenses: | ||
General and administrative | 853,161 | 1,624,047 |
Amortization | 8,437 | 500,964 |
Depreciation | $ 26,676 | 18,276 |
Bad debt expenses | 21,302 | |
Advertising | $ 93,280 | 36,129 |
Event expenses | 492,761 | 86,177 |
Salaries and wages | $ 677,821 | 391,203 |
Software development | 1,341 | |
Officer compensation | $ 5,111,500 | 3,706,697 |
Professional fees | 300,363 | 173,984 |
Stock-based fees | 12,662 | 3,161,804 |
Total operating expenses | 7,576,661 | $ 9,721,924 |
Other income (loss): | ||
Loss on debt settlement | (317,253) | |
Loss on issuance of promissory note | (211,908) | |
Change in fair value of derivative liability | 147,133 | |
Amortization on debt discount | (205,359) | $ 0 |
Impairment of marketable securities | (10,000) | |
Impairment of intangible asset | (25,000) | |
Finance income on investment in joint venture | 75,000 | |
Gain on disposal of investment | 30,000 | |
Valuation allowance on investment in joint venture | (190,000) | |
Finance expense | $ (7,397) | |
Gain on measurement of equity method investment in Oxford City FC (Trading) Limited | $ 10,600 | |
Total other income (loss) | $ (714,784) | 10,600 |
Loss before income taxes | $ (7,780,871) | $ (9,193,656) |
Provision for income taxes | ||
Net loss | $ (7,780,871) | $ (9,193,656) |
Net income attributable to non-controlling interest | 337,720 | 149,996 |
Net loss attributable to Oxford City Football Club, Inc. stockholders' | (7,443,151) | (9,043,660) |
Other comprehensive loss Foreign exchange translation adjustment | (8,047) | (88,341) |
Comprehensive loss | (7,451,198) | (9,132,001) |
Comprehensive loss attributable to non-controlling interest | 4,024 | 44,171 |
Comprehensive loss attributable to Oxford City Football Club, Inc. stockholders' | $ (7,447,174) | $ (9,087,830) |
Net loss per common share (basic and fully diluted) | $ (516.14) | $ (5,118.96) |
Weighted average number of shares outstanding (basic and fully diluted) | 15,075 | 1,796 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) | Preferred A Stock [Member] | Preferred B Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Shares Receivable [Member] | Treasury Stock [Member] | Other Comprehensive Loss [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Jun. 30, 2013 | $ 3,562,983 | $ 399,236 | $ (1,338) | $ (5,068,767) | $ (1,107,886) | ||||||
Beginning balance, shares at Jun. 30, 2013 | 2 | 112 | |||||||||
Acquisition of Oxford City Football Club (Trading) Limited | $ 819 | $ (317,136) | |||||||||
Shares issued for cash | $ 1 | $ 5,033,748 | |||||||||
Shares issued for cash, shares | 7,142 | ||||||||||
Stock-based compensation | $ 0 | $ 0 | 974,000 | ||||||||
Stock-based compensation, shares | 2 | 51 | |||||||||
Stock issued to investors for various fees | $ 0 | 2,187,804 | $ 2,187,804 | ||||||||
Stock issued to investors for various fees, shares | 203 | ||||||||||
Issue of shares from stock payable | $ 0 | 161,645 | $ (161,645) | ||||||||
Issue of shares from stock payable, shares | 115 | ||||||||||
Shares issued to Thomas Guerriero, CEO, in exchange for the outstanding shares of Oxford City Basketball Club, Inc. | $ 33,750 | ||||||||||
Shares issued to Thomas Guerriero, CEO, in exchange for the outstanding shares of Oxford City Basketball Club, Inc., shares | 40 | ||||||||||
Stock payable issued for cash | $ 327,000 | ||||||||||
Advances to Oxford City Youth Football Club Limited | $ 112,543 | ||||||||||
Stock issued for settlement of note payable | |||||||||||
Other comprehensive loss | $ (88,341) | ||||||||||
Net loss | $ (149,996) | $ (9,043,660) | $ (9,043,660) | ||||||||
Ending balance at Jun. 30, 2014 | $ 0 | $ 1 | $ 11,953,930 | $ 564,591 | $ (1,338) | $ (87,522) | $ (354,589) | $ (14,112,427) | (2,037,354) | ||
Ending balance, shares at Jun. 30, 2014 | 2 | 42 | 7,623 | ||||||||
Shares issued for cash | $ 4 | 1,139,991 | $ 1,139,995 | ||||||||
Shares issued for cash, shares | 38,379 | 38,379 | |||||||||
Stock-based compensation | 9,000 | $ 9,000 | |||||||||
Stock-based compensation, shares | 600 | 600 | |||||||||
Stock issued to investors for various fees | 3,662 | $ 3,662 | |||||||||
Stock issued to investors for various fees, shares | 59 | ||||||||||
Issue of shares from stock payable | $ 279,000 | $ (279,000) | |||||||||
Issue of shares from stock payable, shares | 155 | ||||||||||
Stock payable issued for cash | $ 3,050 | ||||||||||
Stock payable issued for cash, Shares | |||||||||||
Stock issued from shares receivable | $ 25,000 | $ (20,000) | |||||||||
Stock issued from shares receivable, shares | 1,017 | ||||||||||
Advances to Oxford City Youth Football Club Limited | 660,000 | $ (386,236) | |||||||||
Advances to Oxford City Youth Football Club Limited, shares | 165 | ||||||||||
Transaction costs incurred in conjunction with the Equity Purchase Agreement | (120,660) | ||||||||||
Stock issued for settlement of note payable | 49,183 | 49,183 | |||||||||
Stock issued for settlement of note payable, shares | 3,074 | ||||||||||
Issue of warrant on settlement of note payable | $ 28,864 | ||||||||||
Other comprehensive loss | $ (8,047) | ||||||||||
Net loss | $ (337,720) | $ (7,443,151) | (7,443,151) | ||||||||
Ending balance at Jun. 30, 2015 | $ 0 | $ 5 | $ 14,027,970 | $ 288,641 | $ (20,000) | $ (1,338) | $ (95,569) | $ (1,078,545) | $ (21,555,578) | $ (8,434,414) | |
Ending balance, shares at Jun. 30, 2015 | 2 | 42 | 51,072 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (7,780,871) | $ (9,193,656) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 26,676 | 18,276 |
Amortization | $ 8,437 | 500,964 |
Bad debt expense | 21,302 | |
Stock-based fees | $ 12,662 | $ 3,161,804 |
Finance income on investment in joint venture | (75,000) | |
Non cash finance expense | 7,397 | |
Gain on sale of investment | (30,000) | |
Valuation allowance on investment in joint venture | $ 190,000 | |
Gain on re-measurement of equity investment | $ (10,600) | |
Impairment of investments in marketable securities | $ 10,000 | |
Impairment of intangible asset | 25,000 | |
Loss on debt settlements | 317,253 | |
Loss on issuance of promissory note | 211,908 | |
Amortization on debt discount | 205,359 | $ 0 |
Change in fair value of derivative liability | (147,133) | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (3,632) | $ 24,125 |
(Decrease) increase in advances due from Academy of Healing Art, Message and Facial Skin Care, Inc. | 74,040 | $ (62,895) |
Increase in inventory | (3,860) | |
Decrease (increase) in prepaid expense | 58,073 | $ (72,139) |
Increase in officer compensation payable | 4,677,500 | 2,213,643 |
Increase (decrease) in accounts payable and accrued liabilities | 82,180 | (344,908) |
Increase (decrease) in deferred revenue | 5,968 | $ (10,000) |
Increase in deposits | 10,000 | |
Decrease in due to related parties | (2,400) | $ (14,460) |
Net cash used in operating activities | (2,120,443) | (3,768,544) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (19,512) | (219,035) |
Online course development | (28,000) | $ (100,000) |
Oxford City Football club membership | $ (25,000) | |
Major Soccer Arena League membership | $ (10,000) | |
Investment in WENR, Corp. | $ (10,000) | |
Recovery of investment in ANJO of SkyLake, Inc. | $ 75,000 | |
Investment in joint venture | $ (85,000) | |
Cash received from acquisition of Oxford City Football Club (Trading) Limited and Anjo of SkyLake, Inc. | $ 158,490 | |
Net cash used in investing activities | $ (82,512) | (180,545) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,152,385 | 5,360,750 |
Advance by related party | $ 54,040 | 13,869 |
Payments to related party | (30,045) | |
Payments to loan payable | $ (2,218) | $ (3,252) |
Promissory note, related party | 20,000 | |
Payments to non-controlling interest | (79,829) | $ (119,008) |
Net cash provided by financing activities | 1,144,378 | 5,222,314 |
Foreign exchange gain (loss) | (28,129) | (18,956) |
Net change in cash | (1,086,706) | 1,254,269 |
Cash, beginning of period | 1,259,359 | 5,090 |
Cash, end of period | $ 172,653 | $ 1,259,359 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Promissory note issued for equity financing | $ 125,000 | |
Derecognition of long-term debt | $ 732,758 | |
Intangible asset | $ 509,401 | |
Derecognition of Property, Plant and Equipment | $ 883,086 | |
Property, Plant and Equipment acquired from acquisition of ANJO of SkyLake, Inc. | $ 870,319 | |
Long-term debt assumed from acquisition of ANJO of SkyLake, Inc. | $ 743,600 |
Description of Business and His
Description of Business and History | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and History | 1. DESCRIPTION OF BUSINESS AND HISTORY Description of business Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby Oxford City Football Club, LLC, a 49% shareholder, has the right to appoint four Board members, Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of the Company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Oxford City Football Club, LLC is a 100% owned subsidiary of the Company. Guerriero, LLC has agreed to appoint a Board Member as directed by the Company. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director of the Company the authority to be the deciding vote. The Company has the ultimate right to select the Managing Director. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements. All activities of the Company to December 31, 2012 relate to its organization, share issuances for services and cash and the development of software platforms for e-commerce trade. Commencing on October 1, 2012, the Company started to implement its WMX Executive Training Program Strategic Action Plan. In order to facilitate the Strategic Action Plan, WMX has incorporated three wholly owned subsidiaries; CIT Cambridge Institute of Technology Christian University, Inc., WMX Wealth Advisors, LLC and WMX Insurance Group, Inc. On April 29, 2013, the Company acquired 100% of Oxford City Football Club, LLC, a commonly controlled entity that is owned by the Company’s CEO and Director, Mr. Thomas Guerriero, in a Share Exchange Agreement. Oxford City Football Club, LLC has a 49% equity method investment in Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in the City of Oxford, England. On June 20, 2012, the Board of Directors approved a change in fiscal year from December 31 to June 30. On April 30, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMX Group, Inc., a Nevada corporation (“WMX Private Co.”), and SKGI Acquisition Corp., Nevada corporation, and a wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which Acquisition Sub merged with and into WMX Private Co. (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 1, 2012 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 13 shares of the Company’s common stock was issued to the holders of WMX Private Co.’s common stock in exchange for their shares of WMX Private Co. WMX Private Co. was incorporated on January 18, 2011 in the Province of New Brunswick, Canada as World Mercantile Exchange, Ltd. and subsequently changed its name to WMX, Group, Inc. and re-domiciled to the State of Nevada. The Merger has been accounted for as a reverse acquisition transaction for accounting purposes as WMX Private Co. was deemed to be the acquirer, and thus, these consolidated financial statements are the historical financial information and operating results of WMX Private Co. The carrying amounts of the Company’s assets and liabilities prior to the Merger (Smart Kids Group, Inc.) are included in these consolidated financial statements. Oxford City Football Club, Inc. (formerly WMX Group Holdings, Inc.), (the “Company” or “Oxford City”) was incorporated on February 11, 2003 in the State of Florida as Smart Kids Group, Inc. On June 11, 2012, the Company changed its name from Smart Kids Group, Inc. to WMX Holdings Group, Inc. and on July 8, 2013, the Company changed its name from WMX Holdings Group, Inc. to Oxford City Football Club, Inc. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Preparation | 2. BASIS OF PREPARATION Consolidation Segment Reporting Investments Use of estimates Cash and cash equivalents Allowance for doubtful accounts Inventory Revenue Recognition We recognize revenue from the following sources: i) Executive Training Program revenue is recognized when the services are performed. ii) Hourly rental of facilities is recognized when the rental occurs. iii) Admission to sporting events is recognized when the event occurs. iv) Food and beverages revenue is recognized at the time of sale. v) Sponsorship revenue is recognized ratably over the period of the agreement. Foreign Currency Translation Impairment of Long-lived Assets Earnings (loss) per share Promissory Notes i) Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. ii) Debt Discount The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities — Distinguishing Liabilities from Equity. ASC 480, applies to certain contracts involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: – A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount, – Variations in something other than the fair value of the issuer’s equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or – Variations inversely related to changes in the fair value of the issuer’s equity shares, for example, a written put that could be net share settled. If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Note 8). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. iii) Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible promissory notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our consolidated financial statements. Stock-based compensation Fair value of financial instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s financial instruments consist of cash, accounts receivable, investment in joint venture, accounts payable, accrued liabilities, loan payable, due to related parties and promissory note. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Promissory notes and derivative liabilities are measured at fair value based on “Level 3” inputs on the Company’s consolidated balance sheet as of June 30, 2015. Concentration of credit risk Recent Accounting Pronouncements Revenue from Contracts with Customers In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. In February, 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In April 2015, the FASB issued ASU No. 2015-03, Interest— Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
Going Concern | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has a cumulative retained deficit of $21,555,578 as of June 30, 2015. The Company requires capital for its contemplated operational and marketing activities. The CompanyÂ’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the CompanyÂ’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of June 30, 2015 and 2014. 2015 2014 Building and improvements $ - $ 651,008 Land - 233,770 Furniture and equipment 92,452 77,781 Computer equipment 18,060 11,076 Leasehold improvements 10,854 10,854 121,366 984,489 Less: accumulated depreciation 56,158 25,128 $ 65,208 $ 959,361 Depreciation expense for the years ending June 30, 2014 and 2013 was $26,676 and $18,276, respectively. |
Due from Academy of Healing Art
Due from Academy of Healing Art, Message and Facial Skin Care, Inc. | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Due from Academy of Healing Art, Message and Facial Skin Care, Inc. | 5. DUE FROM ACADEMY OF HEALING ART, MASSAGE AND FACIAL SKIN CARE, INC. Advances to Academy of Healing Art, Massage and Facial Skin Care, Inc. are non-interest bearing, unsecured and have no specific terms of repayment. Advances outstanding are $0 and $62,895 at June 30, 2015 and 2014, respectively. The advance due to the Company at June 30, 2014 was paid in cash. |
Investment in Joint Venture
Investment in Joint Venture | 12 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | 6. INVESTMENT IN JOINT VENTURE On July 10, 2014, the Company entered into a Joint Venture Agreement with Z-Square Technology, LLC (“Z-Square”) for the purpose of the development of technology of a single project. The Company is to provide funding of the project and Z-Square will provide the actual creation, development, and management of all technology. The contributions from each of the Joint Ventures (i) Company - $100,000 (ii) Z-Square - $0. Upon completion of the project, the Joint Venture will distribute the original capital invested of $100,000 plus $15,000 for a total of an $115,000. On October 21, 2014, the Company received $115,000 and the Joint Venture ended in accordance with the terms of the agreement. During the year ended June 30, 2015, a gain on disposal of investment of $15,000 is recorded in the consolidated statements of operations related to this Joint Venture Agreement. On November 23, 2014, the Company entered into a Joint Venture Agreement with Z-Square Technology, LLC (“Z-Square”) for the purpose of the development of technology of a single project. The Company is to provide funding of the project and Z-Square will provide the actual creation, development, and management of all technology. The contributions from each of the Joint Ventures (i) Company - $150,000 (ii) Z-Square - $0. Upon completion of the project, the Joint Venture will distribute the original capital invested of $150,000 plus $15,000 for a total of $165,000. On February 6, 2015 the Company received $50,000. As of June 30, 2015, the outstanding net balance of investment in Joint Venture is $0 (net of valuation allowance of $190,000). During the year ended June 30, 2015, a gain on disposal of investment of $15,000, finance income of $75,000 and valuation allowance of $190,000 are recorded in the consolidation statements of operations related to this Joint Venture Agreement. In May 2015, we filed a lawsuit against Z Square Technology, Inc. and Syed Gilani. We are in the process of obtaining a default against defendant Z Square Technology, Inc. |
Investment in Anjo of Skylake,I
Investment in Anjo of Skylake,Inc. | 12 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Anjo of Skylake,Inc. | 7. INVESTMENT IN ANJO OF SKYLAKE, INC. On May 27, 2014, the Company closed on the purchase of 100% of the outstanding common stock of Anjo of SkyLake, Inc. (“Anjo”). Anjo owns a commercial building located at 3141 S Military Trail, Lake Worth, Florida. In addition, on closing Anjo held net financial assets (liabilities) of $22,360 and a $743,600 mortgage was secured by the building. In consideration for the common stock of Anjo, the Company paid $149,079 in cash. A selling shareholder is also the shareholder of Academy of Palm Beach which is a holdover tenant in the commercial building. In eviction proceedings brought forward by Anjo against Academy of Palm Beach, the selling shareholders are now disputing whether the closing actually took place and have called into question the ownership of Anjo common stock. Accordingly, the Company derecognized related assets and liabilities. The investment in Anjo is recorded at carrying value commencing July 1, 2014. The Company is fully asserting its rights under the stock purchase agreement and believes there are sufficient assets available to recover its investment. Assets and Liabilities the Company has deconsolidated as of July 1, 2014 Current assets Accounts receivable $ 10,076 Non-current assets Property and equipment 883,086 Current liabilities Accounts payable and accrued liabilities (16,450 ) Non-current liabilities Long-term debt (732,758 ) Net assets deconsolidated at July 1, 2014 143,954 Net recoveries during the three months ended September 30, 2014 (8,745 ) Loss on debt settlement (60,209 ) Cash received from Anjo of SkyLake, Inc. (75,000 ) Carrying value of Investment in Anjo SkyLake, Inc. at December 31, 2014 $ - The results of the Company reported in the consolidated statement of operations for the year ended June 30, 2014 includes a loss from the operations of Anjo of $19,585 for the period from May 27, 2014 to June 30, 2014. On October 7, 2014, the Company’s wholly owned subsidiary, Anjo of SkyLake, Inc. (“Anjo”), filed a complaint in the County Court for Palm Beach County, Florida, to evict a holdover tenant, Academy of Palm Beach (“Academy”), requesting past due rent, legal costs, and damages. On January 1, 2015, the Company entered into a Settlement Agreement and Mutual Release with Anjo, Academy, Angela K. Artemik and John M. Artemik (collectively, “Artemik”). Under the terms of the settlement, we agreed to execute all documents confirming that Anjo is solely owned and operated by Artemik. In exchange, Anjo will execute a promissory note and mortgage in the amount of $149,079 in favor of the Company. Artemik agreed to use their best efforts to sell the mortgaged property to satisfy the promissory note and mortgage. The promissory note is due no later than June 30, 2015. In the event payment in the amount of $75,000 is made no later than February 27, 2015, the Company agreed to record a satisfaction of mortgage. The mortgage will also be personally guaranteed by Angela K. Artemik and John M. Artemik. All parties agreed to a mutual release of claims and stipulated to a dismissal of the action. On January 23, 2015, we entered into a Mutual Release with Artemik. The agreement was designed to amend the January 1, 2015 Settlement Agreement and Mutual Release by restructuring the consideration to solve the matter. As provided in the Mutual Release, all parties entered into a mutual release and Artemik agreed to tender $75,000 as full payment, to substitute for the promissory note and security instruments envisioned in the Settlement Agreement and Mutual Release. On February 24, 2015, the Company received $75,000 in cash from Anjo of SkyLake Inc. in accordance with the Mutual Release with Artemik. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. INTANGIBLE ASSETS (i) Oxford City Football Club trade name Oxford City Football Club trade name was acquired on July 1, 2013 for $475,651. The trade name is amortized on a straight-line basis over 12 months. The trade name of $0 (intangible assets of $475,651 less accumulated amortization of $475,651) and $0 are recorded on the consolidated balance sheet at June 30, 2015 and 2014, respectively. (ii) Oxford City Basketball League membership Oxford City Basketball League membership was acquired on October 1, 2013 for $33,750. The Company acquired the Oxford City Basketball League membership from Oxford City Basketball Club, Inc., a commonly controlled entity that is owned by Thomas Guerriero, the Company’s Chief Executive Officer and sole director, in exchange for 40 shares of Series B Convertible Preferred Stock. As the Company and Oxford City Basketball Club, Inc., prior to the exchange, was under the control of Thomas Guerriero, the membership was valued at its carrying value of $33,750. The membership of $0 (intangible assets of $33,750 less accumulated amortization of $33,750) and $8,437 are recorded on the consolidated balance sheet at June 30, 2015 and 2014, respectively. (iii) MASL Major Arena Soccer League On April 22, 2014, the Company paid a $10,000 deposit to reserve the home territories of Sioux Falls, South Dakota and Boca Raton/Detray Beach, Florida in the Tarpon Arena Soccer League. An additional $20,000 per team is due in the season which begins play. The deposits expire on April 2, 2016. On July 15, 2014, the Company paid $25,000 to acquire the franchise rights for the Oxford City FC of Texas. At June 30, 2015, the franchise rights was fully impaired due to the Company’s inability to formally secure an official home stadium. In the consolidated statements of operations the Company recorded an impairment of intangible asset of $25,000. (iv) Online course development On February 14, 2013, the Company entered into a contract with AlvaEDU, Inc. (“AlvaEDU”) to develop online courses in sports management and financial and economics for undergraduate and graduate degree curriculum. On April 28, 2014, the Company made a $100,000 contribution towards the development of these online courses. On February 12, 2015, the Company, entered into an Asset Purchase Agreement with AlvaEDU pursuant to which the Company will acquire certain assets of AlvaEDU. On March 6, 2015, the Company was notified by AlvaEDU that the Asset Purchase Agreement was not approved by the majority of shareholders. As such, the Purchase Agreement was terminated. On March 11, 2015, however, the Company was able to negotiate and enter into a modification of an Online Degree Program Development Agreement (the “Development Agreement”) between CIT University, the Company’s wholly-owned subsidiary, and AlvaEDU. Under the Development Agreement, dated February 14, 2014, AlvaEDU agreed to develop an online Master’s Degree curriculum in Sports Management. In consideration for developing the curriculum, CIT University agreed to pay AlvaEDU a combination of cash and a percentage of the gross annual tuition for each student enrolled in the program. The percentage was calculated as 20% of the gross annual tuition if the total number of students was greater than 1,000, or 30% if the total number of students was less than 1,000. As a result of the March 11, 2015 modification to the Development Agreement, AlvaEDU has agreed to waive and release its right to any percentage of tuition in the program. Thus, in exchange for a release of claims in AlvaEDU’s favor, CIT is now entitled to 100% of the tuition from students enrollment in the program. During the quarter ended June 30, 2015, the Company expended an additional $28,000 for development of the online learning platform and course content. At June 30, 2015 and 2014, the carrying value of the online course development asset is $128,000 and $100,000, respectively. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 9. PROMISSORY NOTES In conjunction with the Equity Purchase Agreement (note 12) the Company issued a promissory note (“Note”) to Tarpon Bay Partners LLC (“Tarpon”) for $125,000, due on March 31, 2015, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $125,000 of transaction costs (less recovery of $4,340) are treated as a reduction in additional paid-in capital since the transaction costs related to equity financing. On April 27, 2015, the promissory note was amended (“Amended Note”) as follows: (a) the Note and accrued interest is convertible into shares of common stock of the Company at a conversion price equal to 70% of the lowest closing bid price for the 30 trading days preceding the conversion date and (b) the maturity date is extended to December 31, 2016. The Amended Note was recorded, at inception, at a fully accreted value of $189,139 less unamortized debt discount of $189,139. Additional, the Amended Note was accounted for in accordance with ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liability has been measured at fair value of $343,368 and $196,235 at April 27, 2015 and June 15, 2015, respectively, using the Black-Scholes model. The input into the Black-Scholes models are as follows: Conversion Price $0.0039 - $0.0063 Risk free rate 0.05% - 0.072% Expected volatility 181% - 205% Dividend yield 0% Expected life 1.55 – 1.68 years As a result of the Amended Note, the Company recorded a loss on extinguishment of debt of $210,971. On June 15, 2015, however, the Company and Tarpon entered into a release agreement and agreed to terminate the Equity Purchase Agreement, the Note and Amended Note. As consideration, the Company agreed to issue to Tarpon: (i) 3,074 shares of its common stock valued at $49,183 ($16 per share). (ii) A warrant to purchase 1,927 shares of common stock valued $28,863 with an exercise price of $0.0001 per share and a legal life of 7 years. Input into the Black-Scholes model: risk free interest (2.11%), expected volatility (188%), expected life (7 years), no dividends, exercise price ($0.0001). As a result of the release agreement and mutual release of claims, the Company recorded loss on extinguishment of $307,328, amortization of debt discount of $189,139 and change in fair value of derivative liability of $147,133. On June 25, 2015, the Company issued a discounted promissory note of $2,000,000 for total proceeds of $20,000 in cash and a principal amount of $2,000,000 bearing a 15% annual interest rate and maturing June 25, 2017, to Nick Havas, a shareholder of the Company. The Company, at its option only, may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which includes accrued interest. The number of shares issued is based on the weighted average price for 10 days immediately preceding (but not including) the repayment date. At June 30, 2015, the Note is recorded at a fully accreted value of $2,600,000 less unamortized debt discount of $2,351,872. This discounted promissory note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity Opening balance at June 30, 2014 $ 0 Cash advanced – June 25, 2015 20,000 Loss on issuance of promissory note 211,908 Fair value of the promissory note – June 25, 2015 231,908 Accretion of debt discount 16,220 Closing balance at June 30, 2015 $ 248,128 The Company recorded interest expense of $7,397 (2014 - $0) and amortization of debt discount of $205,359 (2014 - $0) for the year ended June 30, 2015. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. LONG-TERM DEBT On May 27, 2014, the Company purchased a commercial building located at 3141 S Military Trail, Lake Worth, Florida and assumed net financial assets (liabilities) of $22,360. In consideration for the building and net financial assets the Company paid $149,079 in cash and assumed a mortgage payable of $743,600. Mortgage payable matures on September 26, 2037 and is due in monthly installments of $5,930, including principal and interest at 7.99% and secured by the building. On July 1, 2014, the mortgage payable was derecognized. See Note 7. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the CompanyÂ’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $2,528,290 which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: 2015 2014 Net loss for the year $ 7,780,871 $ 9,193,656 Adjustments: Bad debts - (21,302 ) Accrued payroll (4,677,500 ) (2,213,643 ) Stock-based fees and compensation (12,662 ) (3,161,804 ) Impairment losses and valuation allowances (225,000 ) - Amortization of debt discount (205,359 ) - Loss on issuance of promissory note (211,908 ) - Change in fair value of derivative liability 147,133 - Tax loss for the year 2,595,575 3,796,907 Estimated effective tax rate 34 % 34 % Deferred tax asset $ 882,496 $ 1,290,948 The total valuation allowance is $2,528,290 and $1,645,794 as of June 30, 2015 and 2014, respectively. Details are as follows: 2015 2014 Deferred tax asset $ 2,528,290 $ 1,645,794 Valuation allowance (2,528,290 ) (1,645,794 ) Current taxes payable - - Provision for income tax $ - $ - Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire. Year Amount Expiration 2011 $ 171,898 2031 2012 $ 479,440 2032 2013 $ 768,047 2033 2014 $ 3,796,907 2034 2015 $ 2,595,575 2035 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY On August 18, 2015, the Company approved and effected a 1-for-2000 reverse stock split of issued and outstanding common stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. Consequently, all share information has been revised to reflect the reverse stock split from the Company’s inception. Preferred Stock The Company has designated 5,000,000 shares of preferred stock as Series B Convertible Preferred Stock. As of June 30, 2015 and 2014, 42 and 42 Series B Convertible Preferred Stock are issued and outstanding, respectively. Series A Convertible Preferred Stock have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the Corporation’s common stock, par value $0.0001 per share. Series B Convertible Preferred Stock are entitled to vote together with the holders of our Series A Preferred Stock and common stock on all matters submitted to shareholders. The total aggregate issued shares of Series B Convertible Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stock which are issued and outstanding at the time of voting. Series B Convertible Preferred Stock shall have anti-dilution protection such that any issuance of Common Stock or other financial instruments shall result in an equal number of shares to be issued to the Series B Convertible Preferred Stock shareholders on a pro-rated basis to the number of shares then outstanding. If anti-dilution protection ends for whatever reason, then Holders of Series B Convertible Preferred Stock are entitled to dividends at the rate of 6% per annum. On June 30, 2015 and June 30, 2014, the Series B Convertible Preferred Stock holders are due 50,199 and 6,751 shares of common stock of the Company, respectively, for anti-dilution protection. Series B Convertible Preferred Stock have a preference in any liquidation, dissolution or winding up of the company in an amount equal to $4 per share, plus any declared but unpaid dividends, and may, at any time after 18 months, have rights to convert each share of Series B Convertible Preferred Stock into three hundred (300) shares of common stock. On November 20, 2013, 40 shares of Series B Convertible Preferred Stock was issued to Thomas Guerriero our Chief Executive Officer and sole director, in exchange for the transfer of the Oxford City Basketball Club league membership held by Oxford City Football Club, Inc. As the Company and Oxford City Basketball Club, Inc., prior to the exchange, was under the control of Thomas Guerriero, the membership was valued at its carrying value of $33,750. On January 21, 2014, the Company issued 2 shares of Series B Convertible Preferred Stock for consulting services valued at $4,000. Common Stock From July 1, 2014 to June 30, 2015, the Company received $1,139,995 in cash in exchange for 38,379 shares of common stock (average $26.05 per share, range from $2 per share to $5,000 per share). On September 23, 2014, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with Tarpon Bay Partners LLC (“Tarpon”) whereby Tarpon is obligated, providing the Company has met certain conditions including the filing of a Form S-1 Registration Statement for the shares to be acquired, to purchase up to $15,000,000 of the Company’s common stock at the rates set forth in the Equity Purchase Agreement. In conjunction with the Equity Purchase Agreement (note 9) the Company issued a promissory note (“Note”) to Tarpon Bay Partners LLC (“Tarpon”) for $125,000, due on March 31, 2015, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $125,000 of transaction costs (less recovery of $4,340) are treated as a reduction in additional paid-in capital since the transaction costs related to equity financing. On April 27, 2015, the promissory note was amended (“Amended Note”) as follows: (a) the Note and accrued interest is convertible into shares of common stock of the Company at a conversion price equal to 70% of the lowest closing bid price for the 30 trading days preceding the conversion date and (b) the maturity date is extended to December 31, 2016. The Amended Note was recorded, at inception, at a fully accreted value of $189,139 less unamortized debt discount of $189,139. Additionally, the Amended Note was accounted for in accordance with ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liability has been measured at fair value at April 27, 2015 and June 15, 2015 using the Black-Scholes model. The input into the Black-Scholes models are as follows: Conversion Price $0.0039 - $0.0063 Risk free rate 0.05% - 0.072% Expected volatility 181% - 205% Dividend yield 0% Expected life 1.55 – 1.68 years As result of the Amended Note, the Company recorded a loss on extinguishment of debt of $210,971. On June 15, 2015, however, the Company and Tarpon entered into a release agreement and agreed to terminate the Equity Purchase Agreement, the Note and Amended Note. As consideration, the Company agreed to issue to Tarpon: (iii) 3,074 shares of its common stock valued at $49,183 ($16 per share). (iv) A warrant to purchase 1,927 shares of common stock valued $28,864 with an exercise price of $0.0001 per share and a legal life of 7 years. Input into the Black-Scholes model: risk free interest (2.11%), expected volatility (188%), expected life (7 years), no dividends, exercise price ($0.0001). As a result of the release agreement and mutual release of claims, the Company recorded gain on extinguishment of $307,328, amortization of debt discount of $189,139 and change in fair value of derivative liability of $147,133. On December 15, 2014, the Company issued 165 shares of common stock valued at $660,000 ($4,000 per share) to settle a debt of Oxford City Youth Football Club Limited in the amount of $306,599 (£195,000). As a result, the Company recorded a loss on debt settlement of $353,401. Oxford City Youth Football Club Limited is a 50% shareholder of Oxford City Football Club (Trading) Limited. From July 1, 2014 to June 30, 2015, the Company issued 155 shares of common stock to satisfy obligations under share subscription agreements for $279,000. From July 1, 2013 to June 30, 2014, the Company received $4,500 in cash in exchange for 2 shares of common stock ($5,000 per share), received $7,000 in cash in exchange for 4 shares of common stock ($2,300 per share), received $2,062,720 in cash in exchange for 1,030 shares of common stock ($2,000 per share), received $90,000 in cash in exchange for 50 shares of common stock ($1,800 per share), received $5,000 in cash in exchange for 3 shares of common stock ($1,740 per share), received $210,000 in cash for 150 shares of common stock ($1,400 per share), received $10,000 in cash in exchange for 8 shares of common stock ($1,340 per share), received $833,500 in cash in exchange for 833 shares of common stock ($1,000 per share), received $40,000 in cash for exchange for 44 shares of common stock ($880 per share), received $163,000 in cash for exchange for 200 shares of common stock ($820 per share), received $5,000 in cash in exchange for 8 shares of common stock ($660 per share) and received $1,415,000 in cash for 4,700 shares of common stock ($300 per share). From July 1, 2013 to June 30, 2014, the Company issued 188 of common stock to satisfy obligations under share subscription agreements for $343,230. On August 9, 2013, the Company issued 38 shares of common stock valued at $6,445 to satisfy obligations under the April 29, 2013 Share Exchange Agreement. Stock Payable From July 1, 2014 to June 30, 2015, the Company received $3,050 in cash in exchange for a common stock payable of 2 shares of common stock (an average of $2,000 per share). From July 1, 2013 to June 30, 2014, the Company received $327,000 in cash in exchange for a common stock payable of 147 shares of common stock ($2,224 per share). Stock Receivable From July 1, 2014 to June 30, 2015, the Company issued 1,017 shares of common stock for a common stock receivable of $25,000 out of which $5,000 has been received and a balance of $20,000 is receivable as at June 30, 2015. Share Exchange Agreement On April 29, 2013, the Company entered into a Share Exchange Agreement with Oxford City Football Club, LLC, a Florida limited liability company (“Oxford City FC”), and the sole member of Oxford City FC (the “Oxford City FC Member”). The Company’s CEO and Director, Mr. Thomas Guerriero, is the Oxford City FC Member. Pursuant to the terms of the Share Exchange Agreement, the Company agreed to acquire all of the issued and outstanding membership units of Oxford City FC in exchange for the issuance of stock payable for 75,000 shares of the common stock to the Oxford City FC Member. As a result of the Share Exchange Agreement, Oxford City FC became a wholly-owned subsidiary of the Company and the Company now carries on the business of Oxford City FC as its primary business. Oxford City FC’s sole asset is 49% of the outstanding capital stock of Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in Oxford, England. As the Company and Oxford City FC, prior to the Share Exchange Agreement, was under the common control of Mr. Thomas Guerriero, the investment in Oxford City FC upon recognition was valued at its carrying value of $6,445. Treasury Stock As of June 30, 2015 and 2014, the Company has a treasury stock balance of $1,338. Stock-based Compensation From July 1, 2014 to June 30, 2015, the Company issued 600 shares of common stock as stock-based compensation for the services valued at $9,000. From July 1, 2014 to June 30, 2015 the Company issued 59 shares of common stock to investors for various fees with a fair value of $3,662. From July 1, 2013 to June 30, 2014 the Company issued 203 shares of common stock to investors for various fees with a fair value of $2,187,804. On May 21, 2014, the Company issued 1 share of common stock of the Company for services valued at $20,000 ($20,000 per share). On June 4, 2014, the Company issued 50 shares of common stock of the Company for services valued at $950,000 ($19,000 per share). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party transactions At June 30, 2015 and 2014, $256,340 and $219,316, respectively, is due to the managing director of the Oxford City Football Club (Trading) Limited, a subsidiary of the Company. The advances are non-interest bearing, unsecured and due on demand. The Company entered into a commercial lease with Nick Havas, a specified shareholder, for the period from May 1, 2014 to April 30, 2015 for a total rental amount of $85,200. The rent was prepaid in full at the inception of the lease. On June 25, 2015, the Company issued a discounted promissory note of $2000,000 for total proceeds of $20,000 in cash and a principal amount of $2,000,000 bearing a 15% annual interest rate and maturing June 25, 2017, to Nick Havas, a specified shareholder of the Company. The Company, at its option only, may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which includes accrued interest. The number of shares issued is based on the weighted average price for 10 days immediately preceding (but not including) the repayment date. At June 30, 2015, the Note is recorded at a fully accreted value of $2,600,000 less unamortized debt discount of $2,351,872. This discounted promissory note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity Opening balance at June 30, 2014 $ 0 Cash advanced – June 25, 2015 20,000 Loss on issuance of promissory note 211,908 Fair value of the promissory note – June 25, 2015 231,908 Accretion of debt discount 16,220 Closing balance at June 30, 2015 $ 248,128 Employment As of June 30, 2015 and 2014, $8,132,337 and $3,454,837 of total officer compensation was unpaid and recorded as payable, respectively. On December 1, 2013 and 2014, the Company executed consulting agreements (the “Agreement”) with Dorset Solutions Inc., and its representative Philip Clark. Pursuant to the terms and conditions of the Agreement, among other things Philip Clark will act as a Chief Financial Officer through November 30, 2015 and will receive $3,000 per month for services rendered. The total expense related to this Agreement was $36,000 and $21,000 for the years ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and 2014, $3,000 and $0 of total compensation was unpaid and recorded as payable. |
Geographic Segments
Geographic Segments | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Geographic Segments | 14. GEOGRAPHIC SEGMENTS Reconciliation of revenues for the year ended June 30, 2015 and long-lived assets at June 30, 2015 by country. Revenues Long-lived assets United States $ 69,390 $ 161,992 United Kingdom 547,749 41,216 Consolidated total $ 617,139 $ 203,208 Revenues are attributed to countries based on the location of the customers. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS On August 18, 2015, the Company approved and effected a 1-for-2000 reverse stock split of issued and outstanding common stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. Consequently, all share information has been revised to reflect the reverse stock split from the Company’s inception. Common Stock From July 1, 2015 to September 30, 2015, the Company received $15,000 for cash in exchange for 15,000 shares of common stock. On August 18, 2015, the Company issued 516 shares of common stock in conjunction with the 1-for-2000 reverse stock split of issued and outstanding common stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock due to rounding and fractional shares. Promissory Notes From July 2, 2015 to September 1, 2015, the Company issued discounted promissory notes with an aggregate price of $303,800 in cash with an aggregate principal amount of $2,620,000 bearing a 15% annual interest rate and maturing on the second anniversary date. The Company, at its option only, may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which includes accrued interest. The number of shares issued is based on the weighted average price for 10 days immediately preceding (but not including) the repayment date. From July 17, 2015 to August 28, 2015, the Company issued discounted promissory notes for consulting services received with an aggregate principal amount of $1,580,000 bearing a 15% annual interest rate and maturing on the second anniversary date. The Company, at its option only, may upon five days prior written notice (i) prepay the promissory note and accrued interest in cash in whole or in part (ii) prepay the promissory note in shares of common stock of the Company at 130% of the outstanding principal amount, which includes accrued interest. The number of shares issued is based on the weighted average price for 10 days immediately preceding (but not including) the repayment date. Conversion On September 23, 2015, the Company elected to prepay various promissory notes with principal totaling $6,200,000 in 801,900 shares of common stock. The promissory notes provide that the Company may prepay the notes in common stock provided that any such prepayment will amount to 130% of the principal amount, which amount includes all accrued interest. The conversion price of our prepayment is based on the Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date. On October 9, 2015, the issuance of the 801,900 shares of common stock was approved by the Board of Directors and not issued by the transfer agent. Consulting Agreement On December 1, 2012, the Company executed a consulting agreement (the “Agreement”) with GCE Wealth, Inc. (“GCE”), a company controlled by our CEO, Mr. Thomas Guerriero. Pursuant to the terms and conditions of the Agreement, among other things GCE will act as our consultant through December 2015 and GCE will receive $950 per hour for services rendered. On September 23, 2015, the Agreement was amended to cancel and remove from the accounting records of the Company all accruing compensation, including officer compensation payable of $8,132,337 recorded in the consolidated balance sheet at June 30, 2015, and to provide for an annual compensation of $500,000 per annum payable in monthly installments. |
Restatement
Restatement | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | 16. RESTATEMENT The Company has restated its consolidated balance sheet, statement of operations, statement of stockholders’ deficit and statement of cash flows for the year ended June 30, 2014 to account for the following: 1) Reduction of accounts payable and accrued liabilities by $252,454 for liabilities of the non-controlling interest. 2) Shares of common stock were issued to various investors which were originally disclosed as issued for anti-dilution protection and no consideration. Subsequently, the Company determined that these shares were issued for fees and reimbursements. As such, these shares were measured at their fair value of $2,187,804 on the date of issuance. 3) Reclassification of payments to non-controlling interest from investing activities to financing activities. 4) Reclassification of accounts payable and accrued liabilities to loan payable and long-term debt. 5) Reclassification of operating expenses to conform to the current period presentation. A summary of the effect of the restatements is as follows: As Previously Reported Restatement Adjustments As Restated Consolidated Balance Sheet – June 30, 2014 Account payable and accrued liabilities $ 366,401 $ (265,498 ) $ 100,903 Loan payable $ 35,592 $ (3,406 ) $ 32,186 Total current liabilities $ 4,092,596 $ (268,904 ) $ 3,823,692 Long-term debt $ 716,308 $ 16,450 $ 732,758 Total liabilities $ 4,808,904 $ (252,454 ) $ 4,556,450 Additional paid-in capital $ 9,766,126 $ 2,187,804 $ 11,953,930 Accumulated deficit $ (11,924,623 ) $ (2,187,804 ) $ (14,112,427 ) Non-controlling interest $ (607,043 ) $ 252,454 $ (354,589 ) Total deficit $ (2,289,808 ) $ 252,454 $ (2,037,354 ) Consolidated Statement of Operations - For the Year Ended June 30, 2014 General and administrative $ 1,746,353 $ (122,306 ) $ 1,624,047 Advertising $ - $ 36,129 $ 36,129 Event expenses $ - $ 86,177 $ 86,177 Stock-based fees $ 974,000 $ 2,187,804 $ 3,161,804 Net loss $ (7,005,852 ) $ (2,187,804 ) $ (9,193,656 ) Net loss attributable to Oxford City Football Club, Inc. $ (6,855,856 ) $ (2,187,804 ) $ (9,043,660 ) Comprehensive loss $ (6,944,197 ) $ (2,187,804 ) $ (9,132,001 ) Consolidated Statement of Cash Flows - For the Year Ended June 30, 2014 Net loss $ (7,005,852 ) $ (2,187,804 ) $ (9,193,656 ) Stock-based fees $ 974,000 $ 2,187,804 $ 3,161,804 Decrease in accounts payable and accrued liabilities $ (333,575 ) $ (11,333 ) $ (344,908 ) Net cash used in operating activities $ (3,757,211 ) $ (11,333 ) $ (3,768,544 ) Payment to non-controlling interest $ (133,592 ) $ 133,592 $ - Net cash used in investing activities $ (314,137 ) $ 133,592 $ (180,545 ) Payment to loan payable $ - $ (3,252 ) $ (3,252 ) Payments to non-controlling interest $ - $ (119,008 ) $ (119,008 ) Net cash provided by financing activities $ 5,344,574 $ (122,260 ) $ 5,222,314 |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
Segment Reporting | Segment Reporting |
Investments | Investments |
Use of Estimates | Use of estimates |
Cash and Cash Equivalents | Cash and cash equivalents |
Allowance for doubtful accounts | Allowance for doubtful accounts |
Inventory | Inventory |
Revenue Recognition | Revenue Recognition We recognize revenue from the following sources: i) Executive Training Program revenue is recognized when the services are performed. ii) Hourly rental of facilities is recognized when the rental occurs. iii) Admission to sporting events is recognized when the event occurs. iv) Food and beverages revenue is recognized at the time of sale. v) Sponsorship revenue is recognized ratably over the period of the agreement. |
Foreign Currency Translation | Foreign Currency Translation |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Earnings (loss) per Share | Earnings (loss) per share |
Promissory Notes | Promissory Notes i) Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. ii) Debt Discount The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities — Distinguishing Liabilities from Equity. ASC 480, applies to certain contracts involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: – A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount, – Variations in something other than the fair value of the issuer’s equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or – Variations inversely related to changes in the fair value of the issuer’s equity shares, for example, a written put that could be net share settled. If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Note 8). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. iii) Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible promissory notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our consolidated financial statements. |
Stock-Based Compensation | Stock-based compensation |
Fair Value of Financial Instruments | Fair value of financial instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s financial instruments consist of cash, accounts receivable, investment in joint venture, accounts payable, accrued liabilities, loan payable, due to related parties and promissory note. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Promissory notes and derivative liabilities are measured at fair value based on “Level 3” inputs on the Company’s consolidated balance sheet as of June 30, 2015. |
Concentration of Credit Risk | Concentration of credit risk |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue from Contracts with Customers In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. In February, 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In April 2015, the FASB issued ASU No. 2015-03, Interest— Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of June 30, 2015 and 2014. 2015 2014 Building and improvements $ - $ 651,008 Land - 233,770 Furniture and equipment 92,452 77,781 Computer equipment 18,060 11,076 Leasehold improvements 10,854 10,854 121,366 984,489 Less: accumulated depreciation 56,158 25,128 $ 65,208 $ 959,361 |
Investment in Anjo of Skylake25
Investment in Anjo of Skylake,Inc. (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Assets and Liabilities Deconsolidated | Assets and Liabilities the Company has deconsolidated as of July 1, 2014 Current assets Accounts receivable $ 10,076 Non-current assets Property and equipment 883,086 Current liabilities Accounts payable and accrued liabilities (16,450 ) Non-current liabilities Long-term debt (732,758 ) Net assets deconsolidated at July 1, 2014 143,954 Net recoveries during the three months ended September 30, 2014 (8,745 ) Loss on debt settlement (60,209 ) Cash received from Anjo of SkyLake, Inc. (75,000 ) Carrying value of Investment in Anjo SkyLake, Inc. at December 31, 2014 $ - |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value Assumptions | The input into the Black-Scholes models are as follows: Conversion Price $0.0039 - $0.0063 Risk free rate 0.05% - 0.072% Expected volatility 181% - 205% Dividend yield 0% Expected life 1.55 – 1.68 years |
Schedule of Discounted Promissory Note | This discounted promissory note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity Opening balance at June 30, 2014 $ 0 Cash advanced – June 25, 2015 20,000 Loss on issuance of promissory note 211,908 Fair value of the promissory note – June 25, 2015 231,908 Accretion of debt discount 16,220 Closing balance at June 30, 2015 $ 248,128 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | 2015 2014 Net loss for the year $ 7,780,871 $ 9,193,656 Adjustments: Bad debts - (21,302 ) Accrued payroll (4,677,500 ) (2,213,643 ) Stock-based fees and compensation (12,662 ) (3,161,804 ) Impairment losses and valuation allowances (225,000 ) - Amortization of debt discount (205,359 ) - Loss on issuance of promissory note (211,908 ) - Change in fair value of derivative liability 147,133 - Tax loss for the year 2,595,575 3,796,907 Estimated effective tax rate 34 % 34 % Deferred tax asset $ 882,496 $ 1,290,948 |
Summary of Valuation Allowance | 2015 2014 Deferred tax asset $ 2,528,290 $ 1,645,794 Valuation allowance (2,528,290 ) (1,645,794 ) Current taxes payable - - Provision for income tax $ - $ - |
Schedule of Estimated Corporate Federal Net Operating Loss and Expiration Year | Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire. Year Amount Expiration 2011 $ 171,898 2031 2012 $ 479,440 2032 2013 $ 768,047 2033 2014 $ 3,796,907 2034 2015 $ 2,595,575 2035 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Tables | |
Schedule of Black-Scholes Models | The input into the Black-Scholes models are as follows: Conversion Price $0.0039 - $0.0063 Risk free rate 0.05% - 0.072% Expected volatility 181% - 205% Dividend yield 0% Expected life 1.55 – 1.68 years |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Discounted Promissory Note | This discounted promissory note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity Opening balance at June 30, 2014 $ 0 Cash advanced – June 25, 2015 20,000 Loss on issuance of promissory note 211,908 Fair value of the promissory note – June 25, 2015 231,908 Accretion of debt discount 16,220 Closing balance at June 30, 2015 $ 248,128 |
Geographic Segments (Tables)
Geographic Segments (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenues and Long Lived Assets | Reconciliation of revenues for the year ended June 30, 2015 and long-lived assets at June 30, 2015 by country. Revenues Long-lived assets United States $ 69,390 $ 161,992 United Kingdom 547,749 41,216 Consolidated total $ 617,139 $ 203,208 |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Effect of Restatements | A summary of the effect of the restatements is as follows: As Previously Reported Restatement Adjustments As Restated Consolidated Balance Sheet – June 30, 2014 Account payable and accrued liabilities $ 366,401 $ (265,498 ) $ 100,903 Loan payable $ 35,592 $ (3,406 ) $ 32,186 Total current liabilities $ 4,092,596 $ (268,904 ) $ 3,823,692 Long-term debt $ 716,308 $ 16,450 $ 732,758 Total liabilities $ 4,808,904 $ (252,454 ) $ 4,556,450 Additional paid-in capital $ 9,766,126 $ 2,187,804 $ 11,953,930 Accumulated deficit $ (11,924,623 ) $ (2,187,804 ) $ (14,112,427 ) Non-controlling interest $ (607,043 ) $ 252,454 $ (354,589 ) Total deficit $ (2,289,808 ) $ 252,454 $ (2,037,354 ) Consolidated Statement of Operations - For the Year Ended June 30, 2014 General and administrative $ 1,746,353 $ (122,306 ) $ 1,624,047 Advertising $ - $ 36,129 $ 36,129 Event expenses $ - $ 86,177 $ 86,177 Stock-based fees $ 974,000 $ 2,187,804 $ 3,161,804 Net loss $ (7,005,852 ) $ (2,187,804 ) $ (9,193,656 ) Net loss attributable to Oxford City Football Club, Inc. $ (6,855,856 ) $ (2,187,804 ) $ (9,043,660 ) Comprehensive loss $ (6,944,197 ) $ (2,187,804 ) $ (9,132,001 ) Consolidated Statement of Cash Flows - For the Year Ended June 30, 2014 Net loss $ (7,005,852 ) $ (2,187,804 ) $ (9,193,656 ) Stock-based fees $ 974,000 $ 2,187,804 $ 3,161,804 Decrease in accounts payable and accrued liabilities $ (333,575 ) $ (11,333 ) $ (344,908 ) Net cash used in operating activities $ (3,757,211 ) $ (11,333 ) $ (3,768,544 ) Payment to non-controlling interest $ (133,592 ) $ 133,592 $ - Net cash used in investing activities $ (314,137 ) $ 133,592 $ (180,545 ) Payment to loan payable $ - $ (3,252 ) $ (3,252 ) Payments to non-controlling interest $ - $ (119,008 ) $ (119,008 ) Net cash provided by financing activities $ 5,344,574 $ (122,260 ) $ 5,222,314 |
Description of Business and H32
Description of Business and History (Details Narrative) - shares | 12 Months Ended | ||
Jun. 30, 2015 | Jul. 02, 2013 | Apr. 29, 2013 | |
Percentage of voting interest | 100.00% | ||
Oxford City Football Club Trading [Member] | |||
Percentage of voting interest | 49.00% | ||
Percentage of equity method investment | 49.00% | ||
Guerriero LLC [Member] | |||
Percentage of voting interest | 1.00% | ||
Oxford City Youth Football Club Limited [Member] | |||
Percentage of voting interest | 50.00% | ||
Oxford City Youth Football Club Limited [Member] | Minimum [Member] | |||
Percentage of voting interest | 50.00% | ||
Oxford City Football Club, LLC [Member] | |||
Percentage of business acquired | 100.00% | ||
WMX Group Acquisition [Member] | |||
Issuance of common stock to merger agreement shares | 13 |
Basis of Preparation (Details N
Basis of Preparation (Details Narrative) | 12 Months Ended | ||||
Jun. 30, 2015EGPGeographic | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2014GBP (£) | |
Number of operating segments | Geographic | 2 | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | |||
Inventory reserve | $ 0 | $ 0 | |||
Foreign currency translation | 1.70 | 1.57 | 1.57 | 1.70 | |
Impairment of long lived assets | EGP 25,000 | $ 0 | |||
Average Exchange Rates [Member] | |||||
Foreign currency translation | 1.63 | 1.58 | 1.58 | 1.63 | |
United States Bank [Member] | |||||
Cash held in bank | $ 1,151,584 | $ 41,029 | |||
Maximum cash insured by federal deposit insurance corporation | 250,000 | ||||
United Kingdom Bank [Member] | |||||
Cash held in bank | $ 131,624 | £ 107,775 | |||
United Kingdom Bank [Member] | GBP [Member] | |||||
Cash held in bank | $ 63,293 | £ 83,746 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Going Concern [Abstract] | ||
Accumulated deficit | $ 21,555,578 | $ 14,112,427 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26,676 | $ 18,276 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Property, Plant and Equipment [Abstract] | ||
Building and improvements | $ 651,008 | |
Land | 233,770 | |
Furniture and equipment | $ 92,452 | 77,781 |
Computer equipment | 18,060 | 11,076 |
Leasehold improvements | 10,854 | 10,854 |
Property and equipment, Gross | 121,366 | 984,489 |
Less: accumulated depreciation | 56,158 | 25,128 |
Property and equipment, Net | $ 65,208 | $ 959,361 |
Due from Academy of Healing A37
Due from Academy of Healing Art, Message and Facial Skin Care, Inc. (Details Narrative) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transactions [Abstract] | ||
Advances outstanding | $ 62,895 |
Investment in Joint Venture (De
Investment in Joint Venture (Details Narrative) - USD ($) | Feb. 06, 2015 | Nov. 23, 2014 | Jul. 10, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Oct. 21, 2014 |
Schedule of Equity Method Investments [Line Items] | ||||||
Joint ventures capital investment | $ 150,000 | $ 100,000 | $ 115,000 | |||
Gain on joint venture | 15,000 | 15,000 | $ (190,000) | |||
Joint venture disposal, total amount of return | 165,000 | 115,000 | ||||
Gain on disposal of investment | $ 50,000 | 30,000 | ||||
Finance income on investment in joint venture | (75,000) | |||||
Valuation allowance | (2,528,290) | $ (1,645,794) | ||||
Joint Venture Agreement [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Valuation allowance | $ 190,000 | |||||
Z Square [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint ventures capital investment | $ 0 | $ 0 |
Investment in Anjo of Skylake39
Investment in Anjo of Skylake,Inc. (Details Narrative) - USD ($) | Feb. 27, 2015 | Feb. 24, 2015 | Jan. 23, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jan. 02, 2015 | May. 27, 2014 | Jul. 02, 2013 |
Percentage of interest | 100.00% | |||||||
Promissory note and mortgage | $ 149,079 | |||||||
Payment in lieu of mortgage | $ 75,000 | |||||||
Tender payment amount | $ 75,000 | |||||||
Anjo of Skylake [Member] | ||||||||
Percentage of interest | 100.00% | |||||||
Assets (liabilities) | $ 22,360 | |||||||
Mortgage | $ 743,600 | |||||||
Cash, paid | $ 149,079 | |||||||
Net loss from operations of Anjo | $ 19,585 | |||||||
Cash received of subsidiary | $ 75,000 |
Investment in Anjo of Skylake40
Investment in Anjo of Skylake,Inc. - Assets and Liabilities Deconsolidated (Details) | Apr. 27, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jul. 02, 2014EGP |
Accounts receivable | $ 14,070 | $ 21,395 | |||
Property and equipment | 65,208 | 959,361 | |||
Accounts payable and accrued liabilities | $ 176,722 | 100,903 | |||
Long-term debt | $ 732,758 | ||||
Loss on debt settlement | $ 210,971 | $ (317,253) | |||
Cash received from Anjo of SkyLake, Inc. | $ (54,040) | $ (13,869) | |||
Anjo of Skylake [Member] | |||||
Accounts receivable | EGP | EGP 10,076 | ||||
Property and equipment | EGP | 883,086 | ||||
Accounts payable and accrued liabilities | EGP | (16,450) | ||||
Long-term debt | EGP | EGP (732,758) | ||||
Net assets deconsolidated at July 1, 2014 | $ 143,954 | ||||
Net recoveries during the three months ended September 30, 2014 | (8,745) | ||||
Loss on debt settlement | (60,209) | ||||
Cash received from Anjo of SkyLake, Inc. | $ (75,000) | ||||
Carrying value of Investment in Anjo SkyLake, Inc. at December 31, 2014 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | Mar. 11, 2015 | Jul. 15, 2014USD ($) | Apr. 22, 2014USD ($) | Oct. 01, 2013USD ($)shares | Jul. 02, 2013USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015EGP | Apr. 28, 2014USD ($) | Apr. 22, 2014EGP | Oct. 01, 2013EGP | Jul. 02, 2013EGP |
Oxford City Basketball League membership, net | $ 8,437 | ||||||||||||
Development expenses | $ 28,000 | ||||||||||||
Carrying value of development assets | 128,000 | $ 128,000 | $ 100,000 | ||||||||||
Impairment of intangible asset | 25,000 | ||||||||||||
Development Agreement [Member] | AlvaEDU [Member] | |||||||||||||
Percentage of gross tuition fees | 100.00% | ||||||||||||
Development Agreement [Member] | AlvaEDU [Member] | Number of Students Greater Than 1,000 [Member] | |||||||||||||
Percentage of gross tuition fees | 20.00% | ||||||||||||
Development Agreement [Member] | AlvaEDU [Member] | Number of Students Less Than 1,000 [Member] | |||||||||||||
Percentage of gross tuition fees | 30.00% | ||||||||||||
OXFC LLC - Trade Name [Member] | |||||||||||||
Intangible asset acquired | $ 475,651 | ||||||||||||
Intangible assets useful life | 12 months | ||||||||||||
Intangible asset, net | EGP | EGP 475,651 | ||||||||||||
Accumulated amortization | 0 | 0 | $ 0 | ||||||||||
Amortization of intangible asset | Straight-line basis | ||||||||||||
Intangible assets acquired | $ 475,651 | ||||||||||||
OXFC Basketball League [Member] | |||||||||||||
Intangible asset acquired | $ 33,750 | ||||||||||||
Intangible asset, net | EGP | EGP 33,750 | ||||||||||||
Accumulated amortization | $ 33,750 | $ 33,750 | $ 8,437 | ||||||||||
Intangible assets acquired | $ 33,750 | ||||||||||||
Series B convertible preferred stock, shares issued | shares | 40 | ||||||||||||
Oxford City Basketball League membership, net | EGP | EGP 0 | ||||||||||||
Premier Arena Soccer [Member] | |||||||||||||
Deposit to reserve | $ 10,000 | ||||||||||||
Deposit expiration date | Apr. 2, 2016 | ||||||||||||
Term due amount, begin of the season | EGP | EGP 20,000 | ||||||||||||
Franchise Rights [Member] | |||||||||||||
Intangible assets acquired | $ 25,000 | ||||||||||||
Impairment of intangible asset | $ 25,000 | ||||||||||||
Developed Technology Rights [Member] | |||||||||||||
Intangible asset, net | $ 100,000 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - USD ($) | Jun. 25, 2015 | Jun. 15, 2015 | Jun. 15, 2015 | Apr. 27, 2015 | Sep. 23, 2014 | May. 27, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Promissory note | $ 248,128 | |||||||
Promissory note maturity date | Dec. 31, 2016 | Sep. 26, 2037 | ||||||
Promissory note transaction cost | 125,000 | |||||||
Recovery of transaction cost | 4,340 | |||||||
Interest expense | 7,397 | $ 0 | ||||||
Promissory note convertible into shares of common stock at a conversion price | 70.00% | |||||||
Fair value of notes | $ 189,139 | |||||||
Unamortized debt discount | 189,139 | |||||||
Convertible promissory note derivative liability measured at fair value | $ 196,235 | $ 196,235 | $ 343,368 | |||||
Loss on extinguishment of debt | 210,971 | |||||||
Amortization of debt discount | 205,359 | $ 0 | ||||||
Amended Note [Member] | ||||||||
Promissory note extended maturity date | Dec. 31, 2016 | |||||||
Percentage of conversion price | 70.00% | |||||||
Nick Havas [Member] | ||||||||
Promissory note | $ 20,000 | |||||||
Promissory note maturity date | Jun. 25, 2017 | |||||||
Promissory note interest rate | 15.00% | |||||||
Promissory note convertible into shares of common stock at a conversion price | 130.00% | |||||||
Fair value of notes | $ 2,600,000 | |||||||
Unamortized debt discount | 2,351,872 | |||||||
Promissory note face amount | 2,000,000 | |||||||
Promissory note principal amount | $ 2,000,000 | |||||||
Percentage of outstanding principal amount | 130.00% | |||||||
Equity Purchase Agreement [Member] | Tarpon Bay Partners LLC [Member] | ||||||||
Promissory note | $ 125,000 | $ 125,000 | ||||||
Promissory note maturity date | Mar. 31, 2015 | Mar. 31, 2015 | ||||||
Promissory note interest rate | 10.00% | 10.00% | ||||||
Loss on extinguishment of debt | $ 307,328 | |||||||
Shares issued under agreement, shares | 3,074 | |||||||
Shares issued under agreement | $ 49,183 | |||||||
Shares issued under agreement price per share | $ 16 | $ 16 | ||||||
Fair value of derivative liability | $ 147,133 | $ 147,133 | ||||||
Equity Purchase Agreement [Member] | Tarpon Bay Partners LLC [Member] | Warrant [Member] | ||||||||
Loss on extinguishment of debt | $ 307,328 | |||||||
Shares issued under agreement, shares | 1,927 | |||||||
Shares issued under agreement | $ 28,863 | |||||||
Warrant exercise price per share | $ 0.0001 | $ 0.0001 | ||||||
Legal life years | 7 years | |||||||
Risk free rate | 2.11% | |||||||
Expected volatility | 188.00% | |||||||
Expected life | 7 years | |||||||
Dividend yield | ||||||||
Exercise price | $ 0.0001 | $ 0.0001 | ||||||
Equity Purchase Agreement [Member] | Tarpon Bay Partners LLC [Member] | Warrant [Member] | ||||||||
Unamortized debt discount | $ 189,139 | $ 189,139 | ||||||
Warrant exercise price per share | $ 0.0001 | $ 0.0001 | ||||||
Fair value of derivative liability | $ 147,133 | $ 147,133 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Fair Value Assumptions (Details) | 12 Months Ended |
Jun. 30, 2015$ / shares | |
Minimum [Member] | |
Conversion Price | $ 0.0039 |
Risk free rate | 0.05% |
Expected volatility | 181.00% |
Dividend yield | 0.00% |
Expected life | 1 year 6 months 18 days |
Maximum [Member] | |
Conversion Price | $ 0.0063 |
Risk free rate | 0.072% |
Expected volatility | 205.00% |
Dividend yield | 0.00% |
Expected life | 1 year 8 months 5 days |
Promissory Notes - Schedule o44
Promissory Notes - Schedule of Discounted Promissory Note (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Debt Disclosure [Abstract] | |
Opening balance at June 30, 2014 | $ 0 |
Cash advanced - June 25, 2015 | 20,000 |
Loss on issuance of promissory note | 211,908 |
Fair value of the promissory note - June 25, 2015 | 231,908 |
Accretion of debt discount | 16,220 |
Closing balance at June 30, 2015 | $ 248,128 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Apr. 27, 2015 | May. 27, 2014 |
Debt Disclosure [Abstract] | ||
Net financial assets and liabilities | $ 22,360 | |
Cash paid to purchase assets | 149,079 | |
Mortgage payable | 743,600 | |
Monthly installement of mortgage payable including principal | $ 5,930 | |
Interest on mortgage payable percentage | 7.99% | |
Debt instrument maturity date | Dec. 31, 2016 | Sep. 26, 2037 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 2,528,290 | $ 1,645,794 |
Income tax rate percentage | 34.00% | 34.00% |
Valuation allowance | $ 2,528,290 | $ 1,645,794 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss for the year | $ (7,780,871) | $ (9,193,656) |
Bad debts | 21,302 | |
Accrued payroll | $ 4,677,500 | 2,213,643 |
Amortization of debt discount | 205,359 | $ 0 |
Loss on issuance of promissory note | 211,908 | |
Change in fair value of derivative liability | $ 147,133 | |
Estimated effective tax rate | 34.00% | 34.00% |
Net Operating Loss [Member] | ||
Net loss for the year | $ 7,780,871 | $ 9,193,656 |
Bad debts | (21,302) | |
Accrued payroll | $ (4,677,500) | (2,213,643) |
Stock-based fees and compensation | (12,662) | $ (3,161,804) |
Amortization of debt discount | (225,000) | |
Impairment losses and valuation allowances | (205,359) | |
Loss on issuance of promissory note | (211,908) | |
Change in fair value of derivative liability | 147,133 | |
Tax loss for the year | $ 2,595,575 | $ 3,796,907 |
Estimated effective tax rate | 34.00% | 34.00% |
Deferred tax asset | $ 882,496 | $ 1,290,948 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 2,528,290 | $ 1,645,794 |
Valuation allowance | $ (2,528,290) | $ (1,645,794) |
Current taxes payable | ||
Provision for income tax |
Income Taxes - Schedule of Esti
Income Taxes - Schedule of Estimated Corporate Federal Net Operating Loss and Expiration Year (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
2011 [Member] | |
Net operating loss | $ 171,898 |
Net operating loss, Expiration year | 2,031 |
2012 [Member] | |
Net operating loss | $ 479,440 |
Net operating loss, Expiration year | 3,032 |
2013 [Member] | |
Net operating loss | $ 768,047 |
Net operating loss, Expiration year | 2,033 |
2014 [Member] | |
Net operating loss | $ 3,796,907 |
Net operating loss, Expiration year | 2,034 |
2015 [Member] | |
Net operating loss | $ 2,595,575 |
Net operating loss, Expiration year | 2,035 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 15, 2015USD ($)$ / sharesshares | Apr. 27, 2015USD ($) | Dec. 15, 2014USD ($)$ / sharesshares | Sep. 23, 2014USD ($)shares | Jun. 04, 2014USD ($)$ / sharesshares | May. 27, 2014 | May. 21, 2014USD ($)$ / sharesshares | Jan. 21, 2014USD ($)shares | Nov. 20, 2013USD ($)shares | Aug. 09, 2013USD ($)shares | Apr. 29, 2013USD ($)shares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / sharesshares | Dec. 15, 2014GBP (£) |
Preferred stock, shares authorized | shares | 40,000,000 | 40,000,000 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, issued | shares | 0 | 0 | ||||||||||||
Preferred stock, outstanding | shares | 0 | 0 | ||||||||||||
Preferred stock voting rights | Series A Convertible Preferred Stock have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the CorporationÂ’s common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the CorporationÂ’s common stock, par value $.0001 per share. | |||||||||||||
Preferred stock dividend rate | 6.00% | |||||||||||||
Number of shares issued during period | shares | 38,379 | |||||||||||||
Shares issued during period, value | $ 1,139,995 | |||||||||||||
Stock subscription receivable | $ 20,000 | |||||||||||||
Number of shares issued during period for consulting services | shares | 50 | 1 | ||||||||||||
Issued shares for consulting services value | $ 950,000 | $ 20,000 | ||||||||||||
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Common Stock, Issued | shares | 51,072 | 7,623 | ||||||||||||
Common stock, outstanding | shares | 51,072 | 7,623 | ||||||||||||
Exchange of common stock per share | $ / shares | $ 19,000 | $ 20,000 | $ 26.05 | |||||||||||
Promissory note | $ 248,128 | |||||||||||||
Promissory note maturity date | Dec. 31, 2016 | Sep. 26, 2037 | ||||||||||||
Promissory note transaction cost | 125,000 | |||||||||||||
Less recovery of transaction costs | 4,340 | |||||||||||||
Promissory note convertible into shares of common stock at a conversion price | 70.00% | |||||||||||||
Fair value of notes | $ 189,139 | |||||||||||||
Less unamortized debt discount | 189,139 | |||||||||||||
Loss on extinguishment of debt | 210,971 | (317,253) | ||||||||||||
Gain loss on extinguishment of debt | 210,971 | |||||||||||||
Settle a debt of subsidiary | $ 196,235 | $ 343,368 | ||||||||||||
Treasury stock, balance | $ (1,338) | $ (1,338) | ||||||||||||
Number of common stock issued as stock-based compensation | shares | 600 | |||||||||||||
Common stock as stock-based compensation value | $ 9,000 | |||||||||||||
Cash Exchange One [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 5,000 | |||||||||||||
Shares issued for cash, shares | shares | 2 | |||||||||||||
Shares issued for cash | $ 4,500 | |||||||||||||
Cash Exchange Two [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 2,300 | |||||||||||||
Shares issued for cash, shares | shares | 4 | |||||||||||||
Shares issued for cash | $ 7,000 | |||||||||||||
Cash Exchange Three [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 2,000 | |||||||||||||
Shares issued for cash, shares | shares | 1,030 | |||||||||||||
Shares issued for cash | $ 2,062,720 | |||||||||||||
Cash Exchange Four [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 1,800 | |||||||||||||
Shares issued for cash, shares | shares | 50 | |||||||||||||
Shares issued for cash | $ 90,000 | |||||||||||||
Cash Exchange Five [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 1,740 | |||||||||||||
Shares issued for cash, shares | shares | 3 | |||||||||||||
Shares issued for cash | $ 5,000 | |||||||||||||
Cash Exchange Six [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 1,400 | |||||||||||||
Shares issued for cash, shares | shares | 150 | |||||||||||||
Shares issued for cash | $ 210,000 | |||||||||||||
Cash Exchange Seven [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 1,340 | |||||||||||||
Shares issued for cash, shares | shares | 8 | |||||||||||||
Shares issued for cash | $ 10,000 | |||||||||||||
Cash Exchange Eight [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 1,000 | |||||||||||||
Shares issued for cash, shares | shares | 833 | |||||||||||||
Shares issued for cash | $ 833,500 | |||||||||||||
Cash Exchange Nine [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 880 | |||||||||||||
Shares issued for cash, shares | shares | 44 | |||||||||||||
Shares issued for cash | $ 40,000 | |||||||||||||
Cash Exchange Ten [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 820 | |||||||||||||
Shares issued for cash, shares | shares | 200 | |||||||||||||
Shares issued for cash | $ 163,000 | |||||||||||||
Cash Exchange Eleven [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 660 | |||||||||||||
Shares issued for cash, shares | shares | 8 | |||||||||||||
Shares issued for cash | $ 5,000 | |||||||||||||
Cash Exchange Twelve [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 300 | |||||||||||||
Shares issued for cash, shares | shares | 4,700 | |||||||||||||
Shares issued for cash | $ 1,415,000 | |||||||||||||
Cash Exchange [Member] | Stock Payable [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 2,000 | $ 2,224 | ||||||||||||
Shares issued for cash, shares | shares | 2 | 147 | ||||||||||||
Shares issued for cash | $ 3,050 | $ 327,000 | ||||||||||||
Oxford City Youth Football Club Limited [Member] | ||||||||||||||
Number of shares issued during period | shares | 165 | |||||||||||||
Shares issued during period, value | $ 660,000 | |||||||||||||
Exchange of common stock per share | $ / shares | $ 4,000 | |||||||||||||
Loss on extinguishment of debt | $ 353,401 | |||||||||||||
Settle a debt of subsidiary | $ 306,599 | |||||||||||||
Percentage of shareholder ownership | 50.00% | 50.00% | ||||||||||||
Number of shares exchange for issuance of stock payable | shares | 75,000 | |||||||||||||
Percentage of sole asset outstanding capital stock | 49.00% | |||||||||||||
Carrying value of share exchange agreement | $ 6,445 | |||||||||||||
Oxford City Youth Football Club Limited [Member] | GBP [Member] | ||||||||||||||
Settle a debt of subsidiary | £ | £ 195,000 | |||||||||||||
Share Subscription Agreement [Member] | ||||||||||||||
Number of shares issued during period | shares | 38 | 155 | ||||||||||||
Shares issued during period, value | $ 6,445 | $ 279,000 | ||||||||||||
Share Subscription Agreement [Member] | ||||||||||||||
Number of shares issued during period | shares | 188 | |||||||||||||
Shares issued during period, value | $ 343,230 | |||||||||||||
Minimum [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 2 | |||||||||||||
Risk free rate | 0.05% | |||||||||||||
Expected volatility | 181.00% | |||||||||||||
Expected life | 1 year 6 months 18 days | |||||||||||||
Dividend yield | 0.00% | |||||||||||||
Maximum [Member] | ||||||||||||||
Exchange of common stock per share | $ / shares | $ 5,000 | |||||||||||||
Risk free rate | 0.072% | |||||||||||||
Expected volatility | 205.00% | |||||||||||||
Expected life | 1 year 8 months 5 days | |||||||||||||
Dividend yield | 0.00% | |||||||||||||
Tarpon Bay Partners LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||
Number of shares issued during period | shares | 3,074 | |||||||||||||
Shares issued during period, value | $ 49,183 | |||||||||||||
Exchange of common stock per share | $ / shares | $ 16 | |||||||||||||
Issuance of common stock to merger agreement shares | shares | 15,000,000 | |||||||||||||
Promissory note | $ 125,000 | $ 125,000 | ||||||||||||
Promissory note maturity date | Mar. 31, 2015 | Mar. 31, 2015 | ||||||||||||
Promissory note interest rate | 10.00% | 10.00% | ||||||||||||
Gain loss on extinguishment of debt | $ 307,328 | |||||||||||||
Fair value of derivative liability | $ 147,133 | |||||||||||||
Investors [Member] | Various Fees [Member] | ||||||||||||||
Number of shares issued during period | shares | 59 | 203 | ||||||||||||
Shares issued during period, value | $ 3,662 | $ 2,187,804 | ||||||||||||
Series B Anti-Dilution Protection [Member] | ||||||||||||||
Anti dilution shares | shares | 50,199 | 6,751 | ||||||||||||
Warrant [Member] | Tarpon Bay Partners LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||
Number of shares issued during period | shares | 1,927 | |||||||||||||
Shares issued during period, value | $ 28,863 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0001 | |||||||||||||
Legal life years | 7 years | |||||||||||||
Risk free rate | 2.11% | |||||||||||||
Expected volatility | 188.00% | |||||||||||||
Expected life | 7 years | |||||||||||||
Dividend yield | ||||||||||||||
Exercise price | $ / shares | $ 0.0001 | |||||||||||||
Gain loss on extinguishment of debt | $ 307,328 | |||||||||||||
Stock Receivable [Member] | Cash Exchange [Member] | ||||||||||||||
Number of shares issued during period | shares | 1,017 | |||||||||||||
Shares issued during period, value | $ 25,000 | |||||||||||||
Stock subscription receivable | $ (5,000) | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares designated | shares | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, issued | shares | 2 | 2 | ||||||||||||
Preferred stock, outstanding | shares | 2 | 2 | ||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares designated | shares | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, issued | shares | 42 | 42 | ||||||||||||
Preferred stock, outstanding | shares | 42 | 42 | ||||||||||||
Series B Convertible Preferred Stock preference liquidation at winding up | $ / shares | $ 4 | |||||||||||||
Series B Convertible Preferred Stock into common stock | shares | 300 | |||||||||||||
Preferred B Stock [Member] | ||||||||||||||
Number of shares issued during period for consulting services | shares | 2 | |||||||||||||
Issued shares for consulting services value | $ 4,000 | |||||||||||||
Preferred B Stock [Member] | Thomas Guerriero [Member] | ||||||||||||||
Number of shares issued during period | shares | 40 | |||||||||||||
Shares issued during period, value | $ 33,750 | |||||||||||||
August 18, 2015 [Member] | ||||||||||||||
Reverse stock split | 1-for-2000 reverse stock split |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Black-Scholes Models (Details) | 12 Months Ended |
Jun. 30, 2015$ / shares | |
Minimum [Member] | |
Conversion Price | $ 0.0039 |
Risk free rate | 0.05% |
Expected volatility | 181.00% |
Dividend yield | 0.00% |
Expected life | 1 year 6 months 18 days |
Maximum [Member] | |
Conversion Price | $ 0.0063 |
Risk free rate | 0.072% |
Expected volatility | 205.00% |
Dividend yield | 0.00% |
Expected life | 1 year 8 months 5 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jun. 25, 2015USD ($) | Apr. 27, 2015USD ($) | May. 27, 2014 | Dec. 01, 2012USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EGP | Apr. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||||
Rental amount | $ 85,200 | |||||||
Proceeds from issuance of promissory note | $ 20,000 | |||||||
Promissory note maturity date | Dec. 31, 2016 | Sep. 26, 2037 | ||||||
Percentage of promissory note conversion of common stock shares | 70.00% | |||||||
Fair value of notes | $ 189,139 | |||||||
Unamortized debt discount | $ 189,139 | |||||||
Officer compensation payable | 8,132,337 | $ 3,454,837 | ||||||
Nick Havas [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note face value | $ 2,000,000 | |||||||
Proceeds from issuance of promissory note | 20,000 | |||||||
Promissory note principal amount | $ 2,000,000 | |||||||
Promissory note annual interest rate | 15.00% | |||||||
Promissory note maturity date | Jun. 25, 2017 | |||||||
Percentage of promissory note conversion of common stock shares | 130.00% | |||||||
Fair value of notes | $ 2,600,000 | |||||||
Unamortized debt discount | $ 2,351,872 | |||||||
GCE Wealth Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, expense | EGP 5,111,500 | 3,706,697 | ||||||
Dorset Solutions Inc., [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, expense | 36,000 | 21,000 | ||||||
Officer compensation payable | 3,000 | 0 | ||||||
Executed Consulting Agreement [Member] | GCE Wealth Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, hourly consulting fee | $ 950 | |||||||
Managing Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 256,340 | $ 219,316 | ||||||
Philip Clark [Member] | Dorset Solutions Inc., [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, monthly expense | $ 3,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Discounted Promissory Note (Details) | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Debt Disclosure [Abstract] | |
Opening balance at June 30, 2014 | $ 0 |
Cash advanced - June 25, 2015 | 20,000 |
Loss on issuance of promissory note | 211,908 |
Fair value of the promissory note - June 25, 2015 | 231,908 |
Accretion of debt discount | 16,220 |
Closing balance at June 30, 2015 | $ 248,128 |
Geographic Segments - Schedule
Geographic Segments - Schedule Reconciliation of Revenues and Long Lived Assets (Details) | 12 Months Ended |
Jun. 30, 2015EGP | |
Revenues | EGP 617,139 |
Long-lived assets | 203,208 |
United States [Member] | |
Revenues | 69,390 |
Long-lived assets | 161,992 |
United Kingdom [Member] | |
Revenues | 547,749 |
Long-lived assets | EGP 41,216 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 23, 2015 | Aug. 18, 2015 | Dec. 01, 2012 | Aug. 28, 2015 | Sep. 01, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Oct. 09, 2015 | Jun. 30, 2014 |
Number of shares issued during period | 38,379 | ||||||||
Aggregate Promissory Notes price | $ 248,128 | ||||||||
Officer compensation payable | $ 8,132,337 | $ 3,454,837 | |||||||
Executed Consulting Agreement [Member] | GCE Wealth Inc [Member] | |||||||||
Consulting agreement, hourly consulting fee | $ 950 | ||||||||
Subsequent Event [Member] | |||||||||
Reverse stock split | 1-for-2000 reverse stock split | ||||||||
Number of shares issued during period | 516 | ||||||||
Officer compensation payable | $ 8,132,337 | ||||||||
Annual compensation per annual payable in monthly installments | 500,000 | ||||||||
Subsequent Event [Member] | Promissory Notes [Member] | |||||||||
Aggregate Promissory Notes price | $ 303,800 | ||||||||
Aggregate principal amount | $ 1,580,000 | $ 2,620,000 | |||||||
Debt annual interest rate | 15.00% | 15.00% | |||||||
Percentage of common stock outstanding principal amount | 130.00% | 130.00% | |||||||
Subsequent Event [Member] | Conversion [Member] | |||||||||
Aggregate principal amount | $ 6,200,000 | ||||||||
Percentage of common stock outstanding principal amount | 130.00% | ||||||||
Conversion prepay various promissory notes shares of common stock | 801,900 | ||||||||
Subsequent Event [Member] | Conversion [Member] | Board of Directors [Member] | |||||||||
Number of common stock shares approved | 801,900 | ||||||||
Subsequent Event [Member] | Cash Exchange [Member] | |||||||||
Shares issued for cash | $ 15,000 | ||||||||
Shares issued for cash, shares | 15,000 |
Restatement (Details Narrative)
Restatement (Details Narrative) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Liabilities of non-controlling interest | $ (1,078,545) | $ (354,589) |
Fair value of shares | $ 14,027,970 | 11,953,930 |
Restatement Adjustment [Member] | ||
Liabilities of non-controlling interest | 252,454 | |
Fair value of shares | $ 2,187,804 |
Restatement - Summary of Effect
Restatement - Summary of Effect of Restatements (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Account payable and accrued liabilities | $ 176,722 | $ 100,903 | |
Loan payable | 27,495 | 32,186 | |
Total current liabilities | $ 8,608,862 | 3,823,692 | |
Long-term debt | 732,758 | ||
Total liabilities | $ 8,856,990 | 4,556,450 | |
Additional paid-in capital | 14,027,970 | 11,953,930 | |
Accumulated deficit | (21,555,578) | (14,112,427) | |
Non-controlling interest | (1,078,545) | (354,589) | |
Total deficit | (8,434,414) | (2,037,354) | $ (1,107,886) |
General and administrative | 853,161 | 1,624,047 | |
Advertising | 93,280 | 36,129 | |
Event expenses | 492,761 | 86,177 | |
Stock-based fees | 12,662 | 3,161,804 | |
Net loss | (7,780,871) | (9,193,656) | |
Net loss attributable to Oxford City Football Club, Inc. | (7,443,151) | (9,043,660) | |
Comprehensive loss | (7,451,198) | (9,132,001) | |
Decrease in accounts payable and accrued liabilities | 82,180 | (344,908) | |
Net cash used in operating activities | (2,120,443) | $ (3,768,544) | |
Payment to non-controlling interest | |||
Net cash used in investing activities | (82,512) | $ (180,545) | |
Payment to loan payable | (2,218) | (3,252) | |
Payments to non-controlling interest | (79,829) | (119,008) | |
Net cash provided by financing activities | $ 1,144,378 | 5,222,314 | |
Previously Reported [Member] | |||
Account payable and accrued liabilities | 366,401 | ||
Loan payable | 35,592 | ||
Total current liabilities | 4,092,596 | ||
Long-term debt | 716,308 | ||
Total liabilities | 4,808,904 | ||
Additional paid-in capital | 9,766,126 | ||
Accumulated deficit | (11,924,623) | ||
Non-controlling interest | (607,043) | ||
Total deficit | (2,289,808) | ||
General and administrative | $ 1,746,353 | ||
Advertising | |||
Event expenses | |||
Stock-based fees | $ 974,000 | ||
Net loss | (7,005,852) | ||
Net loss attributable to Oxford City Football Club, Inc. | (6,855,856) | ||
Comprehensive loss | (6,944,197) | ||
Decrease in accounts payable and accrued liabilities | (333,575) | ||
Net cash used in operating activities | (3,757,211) | ||
Payment to non-controlling interest | (133,592) | ||
Net cash used in investing activities | $ (314,137) | ||
Payment to loan payable | |||
Payments to non-controlling interest | |||
Net cash provided by financing activities | $ 5,344,574 | ||
Restatement Adjustment [Member] | |||
Account payable and accrued liabilities | (265,498) | ||
Loan payable | (3,406) | ||
Total current liabilities | (268,904) | ||
Long-term debt | 16,450 | ||
Total liabilities | (252,454) | ||
Additional paid-in capital | 2,187,804 | ||
Accumulated deficit | (2,187,804) | ||
Non-controlling interest | 252,454 | ||
Total deficit | 252,454 | ||
General and administrative | (122,306) | ||
Advertising | 36,129 | ||
Event expenses | 86,177 | ||
Stock-based fees | 2,187,804 | ||
Net loss | (2,187,804) | ||
Net loss attributable to Oxford City Football Club, Inc. | (2,187,804) | ||
Comprehensive loss | (2,187,804) | ||
Decrease in accounts payable and accrued liabilities | (11,333) | ||
Net cash used in operating activities | (11,333) | ||
Payment to non-controlling interest | 133,592 | ||
Net cash used in investing activities | 133,592 | ||
Payment to loan payable | (3,252) | ||
Payments to non-controlling interest | (119,008) | ||
Net cash provided by financing activities | $ (122,260) |