Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Oxford City Football Club, Inc. | |
Entity Central Index Key | 1,414,295 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,300,816 | |
Trading Symbol | OXFC | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets: | ||
Cash | $ 1,522 | $ 172,653 |
Accounts receivable | 28,551 | 14,070 |
Inventory | 10,607 | 13,286 |
Prepaid expenses | 18,227 | 19,359 |
Total current assets | 58,907 | 219,368 |
Property and equipment, net | 59,938 | 65,208 |
Premier Arena Soccer League membership, deposit | 14,000 | 10,000 |
Online course development | 128,000 | 128,000 |
Total assets | 260,845 | 422,576 |
Current liabilities | ||
Accounts payable and accrued liabilities | 114,970 | 176,722 |
Officer compensation payable | 3,815 | 8,132,337 |
Deferred revenue | 283 | 5,968 |
Deposits | 10,000 | 10,000 |
Loan payable | 24,842 | 27,495 |
Due to related parties | 249,717 | 256,340 |
Total current liabilities | $ 403,627 | 8,608,862 |
Promissory note (net of discount $0 and $2,351,872, respectively) - related party | 248,128 | |
Total liabilities | $ 403,627 | $ 8,856,990 |
Deficit: | ||
Preferred stock value | ||
Common stock: $0.0001 par value; authorized 500,000,000 shares; issued and outstanding: 1,670,382 and 51,072, respectively | $ 167 | $ 5 |
Additional paid-in capital | 31,235,145 | 14,027,970 |
Stock payable | 2,298,641 | 288,641 |
Shares subscription receivable | (30,000) | (20,000) |
Treasury Stock | (1,338) | (1,338) |
Accumulated other comprehensive loss | (91,042) | (95,569) |
Accumulated deficit | (32,355,514) | (21,555,578) |
Total stockholders' equity (deficit) | 1,056,059 | (7,355,869) |
Non-controlling interest | (1,198,841) | (1,078,545) |
Total deficit | (142,782) | (8,434,414) |
Total liabilities and deficit | $ 260,845 | $ 422,576 |
Series A Convertible Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value | ||
Series B Convertible Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Promissory note net of discount | $ 0 | $ 2,351,872 |
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 | 1,670,382 | 51,072 |
Common stock, outstanding | 1,670,382 | 51,072 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 136,343 | $ 122,777 |
Cost of sales | 20,731 | 14,757 |
Gross profit | 115,612 | 108,020 |
Operating expenses: | ||
General and administrative | $ 227,539 | 341,063 |
Amortization | 8,437 | |
Depreciation | $ 3,791 | $ 3,127 |
Advertising | 6,492 | |
Event expenses | 10,923 | |
Salaries and wages | 69,263 | $ 38,155 |
Officer compensation | 1,109,589 | 1,511,500 |
Professional fees | 43,397 | $ 76,628 |
Stock-based fees | 3,580,000 | |
Total operating expenses | 5,050,994 | $ 1,978,910 |
Other income (loss): | ||
Interest expense | (33,633) | |
Loss on extinguishment of debt | (5,343,944) | |
Amortization on debt discount | (550,495) | |
Total other income (loss) | (5,928,072) | |
Loss before income taxes | $ (10,863,454) | $ (1,870,890) |
Provision for income taxes | ||
Net loss | $ (10,863,454) | $ (1,870,890) |
Net income attributable to non-controlling interest | 63,520 | 7,597 |
Net loss attributable to Oxford City Football Club, Inc. shareholders' | (10,799,934) | (1,863,293) |
Other comprehensive income Foreign exchange translation adjustment | 4,527 | 7,216 |
Comprehensive loss | (10,795,407) | (1,856,077) |
Comprehensive income attributable to non-controlling interest | (2,264) | (3,608) |
Comprehensive loss attributable to Oxford City Football Club, Inc. shareholders' | $ (10,797,671) | $ (1,859,685) |
Net loss per common share (basic and fully diluted) | $ (200.43) | $ (240.51) |
Weighted average number of shares outstanding (basic and fully diluted) | 54,201 | 7,779 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (10,863,454) | $ (1,870,890) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | $ 3,791 | 3,127 |
Amortization | $ 8,437 | |
Bad debt expense | ||
Stock-based fees | $ 3,580,000 | |
Interest expense | 33,633 | |
Loss on extinguishment of debt | 5,343,944 | |
Amortization on debt discount | 550,495 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | $ (22,321) | $ (1,666) |
Decrease in advances due from Academy of Healing Art, Message and Facial Skin Care, Inc. | 74,040 | |
Decrease (increase) in inventory | $ 2,284 | (835) |
Decrease in prepaid expense | 1,132 | 9,612 |
Increase in officer compensation payable | 1,003,815 | 1,346,500 |
Decrease accounts payable and accrued liabilities | (52,108) | $ (201,797) |
Decrease in deferred revenue | (5,685) | |
Increase (decrease) in due to related parties | 2,634 | $ (2,400) |
Net cash used in operating activities | $ (421,840) | (635,872) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (5,249) | |
Oxford City Football club membership | $ (25,000) | |
Major Soccer Arena League membership | $ (4,000) | |
Investment in joint venture | $ (100,000) | |
Net cash used in investing activities | $ (4,000) | (130,249) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 20,000 | $ 233,546 |
Payments to related party | (1,704) | |
Promissory notes | 298,800 | |
Payments to non-controlling interest | (58,047) | $ (116,201) |
Net cash provided by financing activities | 259,049 | 117,345 |
Foreign exchange loss | (4,340) | (7,233) |
Net change in cash | (171,131) | (656,009) |
Cash, beginning of period | 172,653 | 1,259,359 |
Cash, end of period | $ 1,522 | $ 603,350 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Stock issued for promissory notes and accrued interest | $ 8,060,000 | |
Derecognition of long-term debt | $ 732,758 | |
Derecognition of property, plant and equipment | $ 883,086 | |
Promissory note issued for consulting services | $ 1,580,000 |
Description of Business and His
Description of Business and History | 3 Months Ended |
Sep. 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 the Company, 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. 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 Companys 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 Companys 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 Companys 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 | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Preparation | 2. BASIS OF PREPARATION Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the condensed consolidated financial statements, footnote disclosures and other information normally included in condensed consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The condensed consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet at June 30, 2015 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The information included in this Form 10-Q should be read in conjunction with the Companys annual report filed on Form 10-K for the year ended June 30, 2015. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management reviews these estimates and assumptions on an ongoing basis using currently available information. Actual results could differ from those estimates. Consolidation 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 companys 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 issuers 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 issuers equity shares with an issuance date fair value equal to a fixed dollar amount, Variations in something other than the fair value of the issuers equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuers equity shares, or Variations inversely related to changes in the fair value of the issuers 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 6). 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 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 Companys financial instruments consist of cash, accounts receivable, 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 Companys consolidated balance sheets as of September 30, 2015 and 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 Companys present or future consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Sep. 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 $32,355,514 as of September 30, 2015. The Company requires capital for its contemplated operational and marketing activities. The Companys ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Companys 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 Companys ability to continue as a going concern. The condensed 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. |
Investment in Joint Venture
Investment in Joint Venture | 3 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | 4. INVESTMENT IN JOINT VENTURE 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 September 30, 2015, the outstanding net balance of investment in Joint Venture is $0 (net of valuation allowance of $190,000). 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. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. 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 September 30, 2015 and June 30, 2015, 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 Companys Chief Executive Officer and sole director, in exchange for 80,000 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 September 30, 2015 and June 30, 2015, 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 August 13, 2015, the Company advanced an additional cash deposit to MASL Soccer LLC of $4,000. On July 15, 2014, the Company paid $25,000 to acquire the franchise rights for the Oxford City FC of Texas. At September 30, 2015, the franchise rights was fully impaired due to the Companys 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 Companys wholly-owned subsidiary, and AlvaEDU. Under the Development Agreement, dated February 14, 2014, AlvaEDU agreed to develop an online Masters 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 AlvaEDUs favor, CIT is now entitled to 100% of the tuition from students enrollment in the program. At September 30, 2015 and June 30, 2015, the carrying value of the online course development asset is $128,000. |
Promissory Note
Promissory Note | 3 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Promissory Note | 6. PROMISSORY NOTE On June 25, 2015, the Company issued a discounted promissory note with a price of $20,000 in cash and a principal amount of $2,000,000 with a fully accreted value of $2,600,000 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. From July 2, 2015 to September 1, 2015, the Company issued discounted promissory notes with an aggregate price of $303,800 in cash (at September 30, 2015 total cash received by the Company was $298,800 and $5,000 is due from the investor) with an aggregate principal amount of $2,620,000 with a fully accreted value of $3,406,000 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 with a fully accreted value of $2,054,000 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. These discounted promissory notes have been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity On September 23, 2015, the Company elected to prepay various promissory notes with principal totaling $6,200,000 with a fully accreted value of $8,060,000 in 801,990 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. As a result of the election to prepay promissory notes, the Company recorded a loss on extinguishment of debt of $5,343,944. Continuity of promissory notes: Opening balance at July 1, 2015 $ 248,128 Cash advanced 303,800 Consulting services received 1,580,000 Accretion of debt discount 550,495 Accrued interest 33,633 Loss on extinguishment of debt 5,343,944 Prepayment of promissory note in shares of common stock (8,060,000 ) Closing balance at September 30, 2015 $ - |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 7. 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 Companys inception. Preferred Stock The Company has designated 5,000,000 shares of preferred stock as Series B Convertible Preferred Stock. As of September 30, 2015 and June 30, 2015, 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 Corporations common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the Corporations common stock, par value $.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 September 30, 2015 and June 30, 2015, the Series B Convertible Preferred Stock holders are due 65,709 and 50,199 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, 2015 to September 30, 2015, the Company received $10,000 in cash in exchange for 10,000 shares of common stock ($1.00 per share). On September 23, 2015, the Company elected to prepay various promissory notes with principal totaling $6,200,000 in 801,990 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 September 30, 2015, the Company issued 801,990 shares of common stock to Thomas Guerriero our Chief Executive Officer and sole director for anti-dilution protection due to Series B Convertible Stock holders. Stock Payable From July 1, 2015 to September 30, 2015, the Company received $10,000 in cash in exchange for a common stock payable of 37,450 shares of common stock ($0.27 per share). On September 25, 2015, the Company recorded $2,000,000 in stock-based fees for services provided by Colin Taylor, the managing director of the Oxford City Football Club (Trading) Limited, a subsidiary of the Company, in exchange for a common stock payable of 2,000,000 shares of common stock valued at $2,000,000 ($1.00 per share). Stock Receivable From July 1, 2015 to September 30, 2015, the Company issued 5,000 shares of common stock for a common stock receivable of $5,000. In addition, the Company is due $5,000 for a promissory note which the Company elected to prepay in shares of common stock on September 23, 2015. Treasury Stock As of September 30, 2015 and June 30, 2015, the Company has a treasury stock balance of $1,338. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party transactions At September 30, 2015 and June 30, 2015, $249,717 and $256,340 respectively, is due Colin Taylor, 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. On September 25, 2015, the Company recorded $2,000,000 in stock-based fees for services provided by Colin Taylor in exchange for a common stock payable of 2,000,000 shares of common stock valued at $2,000,000 ($1.00 per share). On September 30, 2015, the Company issued 801,990 shares of common stock to Thomas Guerriero our Chief Executive Officer and sole director for anti-dilution protection due to Series B Convertible Stock holders. Employment 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. The total expenses of $9,589 was recorded for the three months ended September 30, 2015 related to the amended agreement. At September 23, 2015, additional paid-in capital was increased by $9,132,337 for cancellation of officer compensation payable. As of September 30, 2015 and June 30, 2015, $3,815 and $8,132,337 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 $9,000 for the three months ended September 30, 2015 and 2014, respectively. As of September 30, 2015 and June 30, 2015, $3,000 of total compensation was unpaid and recorded as payable. |
Geographic Segments
Geographic Segments | 3 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Geographic Segments | 9. GEOGRAPHIC SEGMENTS Reconciliation of revenues for the three months ended September 30, 2015 and long-lived assets at September 30, 2015 by country. Revenues Long-lived assets United States $ 5,685 $ 162,201 United Kingdom 130,658 39,737 Consolidated total $ 136,343 $ 201,938 Revenues are attributed to countries based on the location of the customers. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS On January 30, 2015, NPNC Management LLC filed a complaint against us in the District Court for the State of Nevada. The complaint alleges debt owing in the amount of $29,250 for legal services rendered. We did not answer the complaint and NPNC obtained a default judgment of $39,209 on November 17, 2015 for $29,250 plus interest, costs and attorneys fees. Series B Convertible Preferred Stock On November 5, 2015, the Company received notice that the holder of 2 shares of Series B Convertible Preferred Stock wishes to terminate ownership of these shares and return these shares to the Company. Common Stock From October 1, 2015 to November 13, 2015, the Company received $98,000 in cash in exchange for 2,214,184 shares of common stock ($0.04 per share). From October 1, 2015 to November 13, 2015, the Company issued 106,250 shares of common stock to satisfy obligations under share subscription agreements for $25,000 and share subscription receivable for $7,500. From October 1, 2015 to November 13, 2015, the Company issued 310,000 shares of common stock as a stock-based compensation valued at $3,115,500. Stock Payable From October 1, 2015 to November 13, 2015, the Company received $25,500 in cash in exchange for a common stock payable of 99,500 shares of common stock ($0.27 per shares). |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
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 companys 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 issuers 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 issuers equity shares with an issuance date fair value equal to a fixed dollar amount, Variations in something other than the fair value of the issuers equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuers equity shares, or Variations inversely related to changes in the fair value of the issuers 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 6). 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 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 Companys financial instruments consist of cash, accounts receivable, 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 Companys consolidated balance sheets as of September 30, 2015 and 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 Companys present or future consolidated financial statements. |
Promissory Note (Tables)
Promissory Note (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Continuity of Promissory Note | Continuity of promissory notes: Opening balance at July 1, 2015 $ 248,128 Cash advanced 303,800 Consulting services received 1,580,000 Accretion of debt discount 550,495 Accrued interest 33,633 Loss on extinguishment of debt 5,343,944 Prepayment of promissory note in shares of common stock (8,060,000 ) Closing balance at September 30, 2015 $ - |
Geographic Segments (Tables)
Geographic Segments (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenues and Long Lived Assets | Reconciliation of revenues for the three months ended September 30, 2015 and long-lived assets at September 30, 2015 by country. Revenues Long-lived assets United States $ 5,685 $ 162,201 United Kingdom 130,658 39,737 Consolidated total $ 136,343 $ 201,938 |
Description of Business and H19
Description of Business and History (Details Narrative) - shares | 3 Months Ended | ||
Sep. 30, 2015 | Jul. 02, 2013 | Apr. 29, 2013 | |
Oxford City Football Club (Trading) Limited [Member] | Minimum [Member] | |||
Percentage of voting interest | 50.00% | ||
Oxford City Football Club (Trading) Limited [Member] | Four Board Members [Member] | |||
Percentage of voting interest | 49.00% | ||
Oxford City Football Club (Trading) Limited [Member] | One Board Member [Member] | |||
Percentage of voting interest | 1.00% | ||
Oxford City Youth Football Club Limited [Member] | Five Board Members [Member] | |||
Percentage of voting interest | 50.00% | ||
Oxford City Football Club, LLC [Member] | |||
Percentage of business acquired | 100.00% | ||
Oxford City Football Club Trading [Member] | |||
Percentage of equity method investment | 49.00% | ||
WMX Group Acquisition [Member] | |||
Issuance of common stock to merger agreement shares | 13 |
Basis of Preparation (Details N
Basis of Preparation (Details Narrative) | 3 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | |
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Inventory reserve | 2,284 | $ 0 | ||
Impairment of long lived assets | 0 | $ 0 | ||
United States [Member] | ||||
Cash held in bank | 2,613 | |||
Maximum cash insured by federal deposit insurance corporation | 250,000 | |||
United Kingdom [Member] | ||||
Cash held in bank | $ 1,091 | |||
United Kingdom [Member] | GBP [Member] | ||||
Cash held in bank | £ | £ 720 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Going Concern [Abstract] | ||
Accumulated deficit | $ 32,355,514 | $ 21,555,578 |
Investment in Joint Venture (De
Investment in Joint Venture (Details Narrative) - USD ($) | Feb. 06, 2015 | Nov. 23, 2014 | Sep. 30, 2015 |
Schedule of Equity Method Investments [Line Items] | |||
Joint ventures capital investment | $ 150,000 | ||
Gain on joint venture | 15,000 | ||
Joint venture disposal, total amount of return | 165,000 | ||
Proceeds from investment received | $ 50,000 | ||
Investment in joint venture | $ 0 | ||
Investment in joint venture valuation allowance | $ 190,000 | ||
Z Square [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Joint ventures capital investment | $ 0 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Mar. 11, 2015 | Jul. 15, 2014 | Apr. 22, 2014 | Oct. 01, 2013 | Jul. 02, 2013 | Sep. 30, 2015 | Aug. 13, 2015 | Jun. 30, 2015 | Apr. 28, 2014 |
Cah deposits | $ 10,000 | $ 10,000 | |||||||
Online course development | 128,000 | 128,000 | |||||||
AlvaEDU [Member] | |||||||||
Online course development | $ 100,000 | ||||||||
AlvaEDU [Member] | Development Agreement [Member] | |||||||||
Percentage of gross tuition fees | 100.00% | ||||||||
AlvaEDU [Member] | Development Agreement [Member] | Number of Students Greater Than 1,000 [Member] | |||||||||
Percentage of gross tuition fees | 20.00% | ||||||||
AlvaEDU [Member] | Development Agreement [Member] | Number of Students Less Than 1,000 [Member] | |||||||||
Percentage of gross tuition fees | 30.00% | ||||||||
MASL Soccer LLC [Member] | |||||||||
Cah deposits | $ 4,000 | ||||||||
OXFC LLC - Trade Name [Member] | |||||||||
Intangible assets acquired | $ 475,651 | ||||||||
Intangible assets useful life | 12 months | ||||||||
Intangible asset | $ 475,651 | ||||||||
Accumulated amortization | 475,651 | ||||||||
Intangible asset, net | $ 0 | 0 | 0 | ||||||
Amortization of intangible asset | Straight-line basis | ||||||||
OXFC Basketball League [Member] | |||||||||
Intangible assets acquired | $ 33,750 | ||||||||
Intangible asset | 33,750 | ||||||||
Accumulated amortization | $ 33,750 | ||||||||
Intangible asset, net | $ 0 | $ 8,437 | |||||||
Series B convertible preferred stock, shares issued | 80,000 | ||||||||
Premier Arena Soccer [Member] | |||||||||
Deposit to reserve | $ 10,000 | ||||||||
Deposit expiration date | Apr. 2, 2016 | ||||||||
Term due amount, begin of the season | $ 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 ($) | Sep. 23, 2015 | Jun. 25, 2015 | Aug. 28, 2015 | Sep. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Promissory note | $ 6,200,000 | $ 303,800 | ||||
Promissory note face amount | $ 1,580,000 | 2,620,000 | ||||
Fair value of notes | $ 8,060,000 | $ 2,054,000 | $ 3,406,000 | |||
Promissory note interest rate | 15.00% | 15.00% | ||||
Promissory note convertible into shares of common stock at a conversion price | 130.00% | 130.00% | 130.00% | |||
Cash received | $ 298,800 | |||||
Due from investor | $ 5,000 | |||||
Promissory notes convertible into common stock shares | 801,990 | 10,000 | ||||
Loss on extinguishment of debt | $ 5,343,944 | $ 5,343,944 | ||||
Nick Havas [Member] | ||||||
Promissory note | $ 20,000 | |||||
Promissory note face amount | 2,000,000 | |||||
Fair value of notes | $ 2,600,000 | |||||
Promissory note interest rate | 15.00% | |||||
Promissory note maturity date | Jun. 25, 2017 | |||||
Promissory note convertible into shares of common stock at a conversion price | 130.00% |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Continuity of Promissory Note (Details) - USD ($) | Sep. 23, 2015 | Sep. 30, 2015 |
Debt Disclosure [Abstract] | ||
Opening balance at July 1, 2015 | $ 248,128 | |
Cash advanced | 303,800 | |
Consulting services received | 1,580,000 | |
Accretion of debt discount | 550,495 | |
Accrued interest | 33,633 | |
Loss on extinguishment of debt | $ 5,343,944 | 5,343,944 |
Prepayment of promissory note in shares of common stock | $ (8,060,000) | |
Closing balance at September 30, 2015 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 25, 2015 | Sep. 23, 2015 | Aug. 18, 2015 | Jan. 21, 2014 | Nov. 20, 2013 | Aug. 28, 2015 | Sep. 01, 2015 | Sep. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 |
Reverse stock split | 1-for-2000 reverse stock split | |||||||||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, issued | 0 | 0 | ||||||||
Preferred stock, outstanding | 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 Corporations common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the Corporations common stock, par value $.0001 per share. | |||||||||
Preferred stock dividend rate | 6.00% | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Issued | 1,670,382 | 51,072 | ||||||||
Common stock, outstanding | 1,670,382 | 51,072 | ||||||||
Cash received in exchange for common stock | $ 10,000 | |||||||||
Cash received in exchange for common stock, share | 801,990 | 10,000 | ||||||||
Promissory note | $ 6,200,000 | $ 303,800 | ||||||||
Fair value of notes | $ 8,060,000 | $ 2,054,000 | $ 3,406,000 | |||||||
Promissory note convertible into shares of common stock at a conversion price | 130.00% | 130.00% | 130.00% | |||||||
Treasury stock, balance | $ 1,338 | $ 1,338 | ||||||||
Thomas Guerriero [Member] | ||||||||||
Cash received in exchange for common stock, share | 801,990 | |||||||||
Series B Anti-Dilution Protection [Member] | ||||||||||
Anti dilution shares | 65,709 | 50,199 | ||||||||
Stock Payable [Member] | ||||||||||
Cash received in exchange for common stock | $ 10,000 | |||||||||
Cash received in exchange for common stock, share | 37,450 | |||||||||
Exchange of common stock per share | $ 0.27 | |||||||||
Stock Payable [Member] | Colin Taylor [Member] | ||||||||||
Cash received in exchange for common stock | $ 2,000,000 | |||||||||
Cash received in exchange for common stock, share | 2,000,000 | |||||||||
Exchange of common stock per share | $ 1 | |||||||||
Stock based fees | $ 2,000,000 | |||||||||
Stock Receivable [Member] | ||||||||||
Cash received in exchange for common stock | $ 5,000 | |||||||||
Cash received in exchange for common stock, share | 5,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares designated | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, issued | 2 | 2 | ||||||||
Preferred stock, outstanding | 2 | 2 | ||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares designated | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, issued | 42 | 42 | ||||||||
Preferred stock, outstanding | 42 | 42 | ||||||||
Series B Convertible Preferred Stock preference liquidation at winding up | $ 4 | |||||||||
Series B Convertible Preferred Stock into common stock | 300 | |||||||||
Preferred B Stock [Member] | ||||||||||
Number of shares issued during period for consulting services | 2 | |||||||||
Issued shares for consulting services value | $ 4,000 | |||||||||
Preferred B Stock [Member] | Thomas Guerriero [Member] | ||||||||||
Number of shares issued during period | 40 | |||||||||
Shares issued during period, value | $ 33,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 25, 2015 | Sep. 23, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ||||||
Cash received in exchange for common stock | $ 10,000 | |||||
Cash received in exchange for common stock, share | 801,990 | 10,000 | ||||
Officer compensation payable | $ 3,815 | $ 8,132,337 | ||||
Officer compensation payable in monthly installments | 500,000 | |||||
Amended Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting agreement, expense | 9,589 | |||||
Increase for officers compensation | $ 9,132,337 | |||||
Thomas Guerriero [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash received in exchange for common stock, share | 801,990 | |||||
GCE Wealth Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting service per hour | $ 950 | |||||
Consulting agreement, expense | 1,100,000 | $ 1,511,500 | ||||
Philip Clark [Member] | Executed Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting agreement, expense | 9,000 | 9,000 | ||||
Officer compensation payable | $ 3,000 | $ 3,000 | ||||
Philip Clark [Member] | Executed Consulting Agreement [Member] | November 30, 2015 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting service per month | 3,000 | |||||
Stock Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash received in exchange for common stock | $ 10,000 | |||||
Cash received in exchange for common stock, share | 37,450 | |||||
Exchange of common stock per share | $ 0.27 | |||||
Stock Payable [Member] | Colin Taylor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash received in exchange for common stock | $ 2,000,000 | |||||
Cash received in exchange for common stock, share | 2,000,000 | |||||
Exchange of common stock per share | $ 1 | |||||
Stock based fees | $ 2,000,000 | |||||
Managing Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 249,717 | $ 256,340 |
Geographic Segments - Schedule
Geographic Segments - Schedule Reconciliation of Revenues and Long Lived Assets (Details) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Revenues | $ 136,343 |
Long-lived assets | 201,938 |
United States [Member] | |
Revenues | 5,685 |
Long-lived assets | 162,201 |
United Kingdom [Member] | |
Revenues | 130,658 |
Long-lived assets | $ 39,737 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 17, 2015 | Nov. 05, 2015 | Sep. 23, 2015 | Jan. 30, 2015 | Nov. 13, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 |
Professional fees | $ 43,397 | $ 76,628 | ||||||
Cash received in exchange for common stock | $ 10,000 | |||||||
Cash received in exchange for common stock, share | 801,990 | 10,000 | ||||||
Share subscription receivable | $ 30,000 | $ 20,000 | ||||||
Stock Payable [Member] | ||||||||
Cash received in exchange for common stock | $ 10,000 | |||||||
Cash received in exchange for common stock, share | 37,450 | |||||||
Exchange of common stock per share | $ 0.27 | |||||||
Subsequent Event [Member] | ||||||||
Cash received in exchange for common stock | $ 98,000 | |||||||
Cash received in exchange for common stock, share | 2,214,184 | |||||||
Exchange of common stock per share | $ 0.04 | |||||||
Share subscription receivable | $ 7,500 | |||||||
Number of common stock shares issued for stock based compensation | 310,000 | |||||||
Number of common stock issued for stock based compensation | $ 3,115,500 | |||||||
Subsequent Event [Member] | Stock Payable [Member] | ||||||||
Cash received in exchange for common stock | $ 25,500 | |||||||
Cash received in exchange for common stock, share | 99,500 | |||||||
Exchange of common stock per share | $ 0.27 | |||||||
Subsequent Event [Member] | Share Subscription Agreements [Member] | ||||||||
Number of common stock shares issued to satify obligations | 106,250 | |||||||
Number of common stock issued to satify obligations | $ 25,000 | |||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Number of preferred stock shares holder wishes to terminate ownership shares and return | 2 | |||||||
Subsequent Event [Member] | NPNC Management LLC [Member] | ||||||||
Legal fee | $ 29,250 | |||||||
Default judgement amount | $ 39,209 | |||||||
Professional fees | $ 29,250 |