Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Oct. 14, 2013 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOLDFACE GROUP, INC. | |
Entity Central Index Key | 1423107 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Document Type | 10-K | |
Document Period End Date | 30-Jun-13 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2013 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $0 | |
Entity Common Stock Shares Outstanding | 154,591,618 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Current assets: | ||
Cash | $388,892 | $71,532 |
Accounts receivable | 100,087 | |
Due from factor, net | 164,090 | |
Inventory (net of reserve of $365,772 and $0, as of June 30, 2013 and June 30, 2012, respectively) | 1,948,908 | |
Prepaid inventory | 258,531 | 349,679 |
Prepaid expenses and other current assets | 89,786 | 2,220 |
Current portion of prepaid royalty | 378,960 | 640,351 |
Current portion of deferred financing costs, net | 29,899 | 150,150 |
Total current assets | 3,359,153 | 1,213,932 |
Prepaid royalty | 268,421 | |
Property and equipment, net | 669,033 | |
Deferred financing costs, net | 328,893 | |
License acquisition costs | 24,504 | 11,782 |
Total assets | 4,381,583 | 1,494,135 |
Current liabilities: | ||
Short-term loans | 1,925,030 | |
Accounts payable | 2,481,852 | 145,839 |
Accrued expenses and other current liabilities | 806,553 | 108,863 |
Current portion of convertible debt, net of debt discount | 23,476 | |
Due to Gold Grenade, LLC | 108,475 | |
Total current liabilities | 3,311,881 | 2,288,207 |
Long-Term Liabilities | ||
Convertible debt, net of debt discount | 258,240 | |
Derivative liability | 1,660,440 | |
Total Long-Term Liabilities | 1,918,680 | |
Total Liabilities | 5,230,561 | 2,288,207 |
Commitments and Contingencies | ||
Shareholders' deficit: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, zero issued and outstanding | ||
Common stock, $.001 par value, 300,000,000 shares authorized, 155,301,468 and 85,200,116 shares issued as of June 30, 2013 and June 30, 2012 respectively | 155,301 | 85,200 |
Treasury stock, at cost - 999,680 and 0 shares as of June 30, 2013 and June 30, 2012 respectively | -228,284 | |
Additional paid in capital | 6,841,822 | |
Accumulated deficit | -7,617,817 | -879,272 |
Total shareholders' deficit | -848,977 | -794,172 |
Total liabilities and shareholders' deficit | $4,381,583 | $1,494,135 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Balance Sheets [Abstract] | ||
Net of reserve | $365,772 | $0 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 155,301,468 | 85,200,116 |
Treasury stock at cost, shares | 999,680 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 2 Months Ended | 12 Months Ended |
Jun. 30, 2012 | Jun. 30, 2013 | |
Revenues | ||
Gross revenues | $6,666,201 | |
Discounts | 1,335,136 | |
Revenues, net of discounts | 5,331,065 | |
Cost of Goods Sold, Net | 3,307,304 | |
Gross Profit | 2,023,761 | |
Operating expenses: | ||
Research and development | 65,190 | 61,440 |
Royalty expense | 91,228 | 639,813 |
Professional fees | 165,916 | 2,114,818 |
General and administrative expenses | 195,579 | 3,535,367 |
Depreciation and amortization expense | 1,711,135 | |
Product development fee - related party | 212,104 | 872,700 |
Total operating expense | 730,017 | 8,935,273 |
Loss from operations | -730,017 | -6,911,512 |
Other (income) / expenses: | ||
Interest expense, net | 64,155 | 1,711,193 |
Loss from debt extinguishment | 2,098,819 | |
Derivative liability gain | -5,411,959 | |
Net loss | ($794,172) | ($5,309,565) |
Net loss per share attributable to common shareholders- basic and diluted | ($0.01) | ($0.06) |
Weighted average number of common shares used in computation- basic and diluted | 85,200,116 | 89,073,174 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 2 Months Ended | 12 Months Ended |
Jun. 30, 2012 | Jun. 30, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($794,172) | ($5,309,565) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation expense | 407,491 | |
Stock issued for services | 506,302 | |
Inventory write-offs | 365,772 | |
Amortization of license acquisition costs | 380 | 2,662 |
Amortization of deferred financing costs | 41,463 | 1,513,200 |
Amortization of debt discount | 1,201,959 | |
Depreciation | 197,935 | |
Loss from conversion of debt | 2,098,819 | |
Derivative liability gain | -5,411,959 | |
Change in operating assets and liabilities: | ||
Accounts receivable | -100,087 | |
Due from factor, net | -164,090 | |
Prepaid royalty | -908,772 | 529,812 |
License acquisition costs | -12,162 | -15,384 |
Inventory | -2,314,680 | |
Deposit | -2,220 | -3,900 |
Prepaid expenses and other current assets | 16,332 | |
Prepaid inventory | -349,679 | 91,149 |
Accounts payable | 145,839 | 2,336,013 |
Accrued expenses and other current liabilities | 108,863 | 774,406 |
Due to Gold Grenade, LLC | 108,475 | -108,475 |
Net cash used in operating activities | -1,661,985 | -3,386,288 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -866,968 | |
Net cash used in investing activities | -866,968 | |
Cash flows from financing activities: | ||
Issuance of common stock, net of financing fees | 100 | 783,480 |
Purchase of treasury stock and warrants | -250,000 | |
Proceeds from short term loans | 1,733,417 | 1,335,000 |
Paydown of short term loans | -1,335,000 | |
Proceeds from convertible debt, net of deferred financing fees | 4,037,136 | |
Net cash provided by financing activities | 1,733,517 | 4,570,616 |
Net change in cash | 71,532 | 317,360 |
Cash at beginning of period | 71,532 | |
Cash at end of period | 71,532 | 388,892 |
Supplemental disclosures of cash flow information: | ||
Interest | 225,078 | |
Income Taxes | ||
Non-cash financing activities: | ||
Conversion of bridge notes | 5,305,030 | |
Contribution from shareholders for deferred financing cost | 1,537,940 | |
Other non-cash deferred financing fees from issuance of convertible debt | 264,520 | |
Fair value of warrants issued in connection with equity and debt financing | $7,252,282 |
Statement_of_Shareholders_Defi
Statement of Shareholders' Deficit (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Pre-Split Common Stock [Member] | Post Split Common Stock [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Common Stock | |
Beginning Balance at Apr. 25, 2012 | $85,200 | ($85,200) | |||||
Net loss | -794,172 | -794,172 | |||||
Ending Balance at Jun. 30, 2012 | -794,172 | 85,200 | -879,372 | ||||
Ending Balance, Shares at Jun. 30, 2012 | 85,200,116 | 2,244,696 | 85,200,116 | ||||
Conversion of bridge note at reverse, net | 1,847,432 | 1,847,432 | |||||
Net loss | -5,309,565 | -5,309,566 | |||||
Stock based compensation | 407,491 | 407,491 | |||||
Stock based compensation, Shares | |||||||
Issuance of warrants / derivative liability | -3,871,870 | -2,442,990 | -1,428,880 | ||||
Issuance of stock | 733,621 | 3,444 | 730,177 | ||||
Issuance of stock, Shares | 3,443,920 | ||||||
Issuance of stock for services | 289,704 | 1,818 | 287,886 | ||||
Issuance of stock for services, Shares | 1,818,499 | ||||||
Issuance of stock from conversion of debt and exercise of warrants | 4,538,725 | 64,839 | 4,473,886 | ||||
Issuance of stock from conversion of debt and exercise of warrants, Shares | 64,838,933 | ||||||
Capital contribution by shareholders | 1,537,940 | 1,537,940 | |||||
Repurchase of stock | -228,284 | -228,284 | |||||
Ending Balance at Jun. 30, 2013 | ($848,977) | $155,301 | ($228,284) | $6,841,822 | ($7,617,817) | ||
Ending Balance, Shares at Jun. 30, 2013 | 155,301,468 | 2,244,696 | 155,301,468 |
Formation_and_Nature_of_Busine
Formation and Nature of Business | 12 Months Ended |
Jun. 30, 2013 | |
Formation and Nature Of Business [Abstract] | |
FORMATION AND NATURE OF BUSINESS | NOTE 1. FORMATION AND NATURE OF BUSINESS |
Organization | |
BOLDFACE, Group Inc. (“BLBK”) together with its wholly owned subsidiary BOLDFACE Licensing + Branding (“BLB” and collectively, “we”, “us”, “our” or the “Company”) was incorporated under the laws of the State of Nevada on July 9, 2007. On July 12, 2012, BOLDFACE Acquisition Corp., the Company’s wholly owned subsidiary, merged with and into BLB, with BLB remaining as the surviving entity (the “Merger”). As a result of the Merger, the Company acquired the business of BLB and will continue the existing business operations of BLB as the Company’s wholly owned subsidiary. In connection with the Merger, on August 14, 2012, the Company’s Board of Directors approved a change of the Company’s fiscal year end from September 30 to June 30. | |
For financial reporting purposes, the Merger represented a capital transaction of BLB or a “reverse merger” rather than a business combination, because the sellers of BLB effectively controlled the combined company immediately following the completion of the Merger. As such, BLB was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of BLB. | |
BLB was incorporated under the laws of the State of Nevada on April 26, 2012. BLB was founded by Ms. Nicole Ostoya, the Company’s Chief Executive Officer, President and a director, and Ms. Robin Coe-Hutshing, a principal shareholder of the Company. Ms. Ostoya and Ms. Coe-Hutshing are beauty industry veterans with over 40 years combined experience in the industry. BLB’s focus is on licensing top tier entertainment and designer brands for opportunities in the beauty, fragrance and personal care market. BLB contracts to design, manufacture and sell branded color cosmetics, hair preparations, fragrances, home fragrances, skin care, beauty tools, and other beauty and personal care products in multiple channels of distribution. | |
To date, the Company has devoted its efforts to developing, marketing and selling its cosmetics/beauty brand by Kourtney, Kim and Khloe Kardashian into retail channels, developing its Mario Lopez fragrance and UGLYDOLL® personal care brands, evaluating additional license agreements with additional celebrities and brands, and the raising of capital. | |
Going Concern Liquidity | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company’s ability to continue as a going concern will be dependent upon the Company’s ability to generate sufficient cash flow from its planned operations to meet its obligations on a timely basis, to obtain additional financing, and ultimately attain profitability. The Company’s ability to continue as a going concern will also be determined by its ability to obtain additional equity and/or debt financing or ability to generate sufficient revenue to cover its operating expenses. Additional financing may not be available upon acceptable terms, or at all. | |
To date, we have financed operations to date through the proceeds of the private placement of equity, convertible debt instruments and factoring agreements. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of additional celebrity licenses; (ii) payments under existing celebrity licenses, (iii) developmental expenses associated with a start-up business; (iv) research and development costs associated with new product offerings, and (v) management and consulting costs, as well as general administrative expenses, including the costs of being a public company. We intend to finance these expenses with further issuances of debt and equity securities. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term and long-term operating requirements. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity and/or debt financing and/or additional short-term borrowing. As such, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. | |
The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Basis of Consolidation | |||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions are eliminated in consolidation. | |||||
Method of Accounting | |||||
The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | |||||
Use of Estimates | |||||
In preparing the financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. | |||||
Revenue Recognition | |||||
As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collection is probable. | |||||
The Company offers its customers a variety of sales and incentive programs, including discounts, allowances, coupons, slotting fees, and co-op advertising; such amounts are recorded as a reduction in revenue over the period in which revenue is recognized. The Company reduced revenue in the amount of $0 and $1,335,136 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and such amounts are included in discounts in the accompanying statement of operations. | |||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||
Accounts Receivable | |||||
Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances, which are estimated to be uncollectible at June 30, 2012 and June 30, 2013, respectively. The Company grants credit terms in the normal course of business to its customers. The Company does not require collateral or other security to support credit sales. The allowance for doubtful accounts is determined based on historical experience and ongoing evaluations of the Company’s receivables and evaluations of the risks of payment. The allowance for doubtful accounts is recorded against accounts receivable balances when they are deemed uncollectible. When accounts are deemed significantly past due and uncollectible, the accounts receivable balances are written down for the amount deemed to be uncollectible. Recoveries of accounts receivable previously reserved are recorded in the consolidated statements of operation when received. At June 30, 2013, the Company’s one customer accounted for approximately 94% of outstanding accounts receivable. The Company did not have any accounts receivable for the period ended June 30, 2012. | |||||
Inventories | |||||
Inventories, which consist primarily of finished goods, include items which are considered salable or usable in future periods, and are stated at the lower of cost or market value, with cost being based on standard cost which approximates actual cost on a first-in, first-out basis. Costs include direct materials, direct labor and overhead (e.g., indirect labor, rent and utilities, depreciation, purchasing, receiving, inspection and quality control), in-bound freight costs. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. In the period ended June 30, 2012 and the year ended June 30, 2013, the Company recorded $0 and $0.366 million, respectively, in write-offs. | |||||
Property and Equipment | |||||
Property and equipment as of June 30, 2013 consist of costs incurred by the Company in connection with installing display fixtures at certain key customer display rooms and retail stores. The display fixtures are being depreciated on a straight-line basis over two years, which approximates the estimated useful lives of such assets. Display fixtures maintained at customer display rooms and retail stores amounted to $866,968 at June 30, 2013. Depreciation expense amounted to $0 and $197,935 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and is included in depreciation & amortization expense in the accompanying statements of operations. | |||||
Advertising | |||||
Advertising costs are expensed as incurred. Total advertising expenses amounted to $0 and $561,765 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and are included in general and administrative expenses in the accompanying statement of operations. | |||||
Selling Expenses and Commissions | |||||
Selling expenses are expensed as incurred. Total selling expenses amounted to $0 and $84,338 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and are included in general and administrative expenses in the accompanying statement of operations. | |||||
Selling commissions are expensed as incurred. Total selling commissions amounted to $0 and $236,600 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and are included in professional fees in the accompanying statement of operations. | |||||
Deferred Financing Costs | |||||
Deferred financing costs represent fees paid in connection with obtaining short-term loans and convertible notes (see Notes 4, 5 and 6). These fees are amortized using a method that approximates the effective interest method over the term of the related financing. | |||||
As of June 30, 2012 and June 30, 2013, deferred financing costs of $191,613 and $365,179, respectively, prior to accumulated amortization of $41,463 and $6,387, are presented on the accompanying balance sheet. Amortization of deferred financing costs of $41,463 and $6,387, as of June 30, 2012 and June 30, 2013, respectively, are included in depreciation and amortization expenses in the accompanying statement of operations. The remaining deferred financing costs will be fully amortized by December 20, 2014. | |||||
Debt Discount | |||||
The Company records debt discounts in connection with raising funds through the issuance of convertible debt (see Note 5 and 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. | |||||
As of June 30, 2012 and June 30, 2013, convertible debt, net of unamortized debt discounts, was $0 and $281,716, respectively. Amortization of debt discounts of $0 and $1,201,959 is included in interest expense in the accompanying statement of operations for the period ended June 30, 2012 and the year ended June 30, 2013, respectively. The remaining debt discounts will be fully amortized by December 20, 2014. | |||||
Derivative Financial Instruments | |||||
GAAP requires derivative instruments embedded in convertible debt or equity instruments, to be bifurcated and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the debt instruments with characteristics of liability and equity, management determines if the convertible debt host instrument is conventional convertible debt and if there is a beneficial conversion feature. If the instrument is not considered conventional convertible debt, the Company will estimate the fair value of the embedded derivative instruments. The warrant liability is measured at fair value on a recurring basis using level 2 inputs (see Notes 5, 6 and 7). | |||||
Financial Instruments and Concentrations of Business and Credit Risk | |||||
FASB ASC Subtopic 825-10, Financial Instruments, requires disclosure of fair value information about financial instruments. The Company’s financial instruments include cash and cash equivalents, convertible debt, a factoring line of credit, short-term loans, accounts payable and other current assets and liabilities. The fair value of these instruments approximates their carrying value due to their relatively short maturities. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Customer concentration also subjects the Company to concentrations of credit risk. The Company maintains cash balances that at times exceed amounts insured by the Federal Deposit Insurance Corporation. Two customers accounted for approximately 44% and 24% of the Company’s net revenues for the twelve months ended June 30, 2013. Accounts receivable for one customer represented 94% of the Company’s accounts receivable as of June 30, 2013. The Company did not have any revenue during the period ended June 30, 2012. Three suppliers represented 23%, 21% and 12% of the Company’s inventory purchases as of June 30, 2013. The Company did not have any inventory as of June 30, 2012. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. | |||||
License Acquisition Costs | |||||
License acquisition costs represent legal fees paid in connection with obtaining the Company’s licensing agreements (see Note 3). These fees are amortized using straight-line method over the term of each licensing agreement. | |||||
As of June 30, 2012 and June 30, 2013, license acquisition costs, net of amortization, were $11,782 and $24,504, respectively on the accompanying balance sheet. Amortization of license acquisition costs of $380 and $2,662 are included in depreciation and amortization expense in the accompanying statement of operations for the period ended June 30, 2012 and the year ended June 30, 2013, respectively. Estimated future license acquisition cost amortization expense is as follows: | |||||
Twelve months periods ending June 30, | |||||
2014 | $ | 6,381 | |||
2015 | 7,793 | ||||
2016 | 7,793 | ||||
2017 | 2,537 | ||||
$ | 24,504 | ||||
Impairment of Long-Lived Assets | |||||
The Company is subject to the provisions of FASB ASC Topic 360, Property, Plant and Equipment – Impairment or Disposal of Long Lived Assets, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. In such cases, the carrying value of these assets are adjusted to their estimated fair value and assets held for sale are adjusted to their estimated fair value less selling expenses. No impairment losses of long-lived assets or intangible assets were recognized for the period ended June 30, 2012 and the year ended June 30, 2013. | |||||
Income Taxes | |||||
The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against its deferred tax assets when circumstances indicate that it is no longer more likely than not that such assets will be realized. | |||||
Net Loss per Share | |||||
Basic net income / (loss) per share is computed by dividing net income / (loss) by the weighted average number of common shares outstanding for the period. The Company’s potential dilutive shares, which include common stock options, common stock warrants and convertible debt have not been included in the computation of diluted net loss per share for all periods where there was a net loss as the result would be antidilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. Such potential common shares consist of the following: | |||||
As of June 30, | |||||
2013 | |||||
Warrants | 60,751,751 | ||||
Stock options | 6,550,000 | ||||
Convertible Debt | 24,705,882 | ||||
Total Shares | 92,007,633 | ||||
Prepaid_Royalty
Prepaid Royalty | 12 Months Ended | ||
Jun. 30, 2013 | |||
Prepaid Royalty [Abstract] | |||
PREPAID ROYALTY | NOTE 3. PREPAID ROYALTY | ||
During the year ended June 30, 2013, the Company entered into a licensing agreement with an individual acquiring the exclusive right to use the licensor’s image in connection with the development, production, distribution, advertisement, promotion and sale of products and obtain certain ancillary services of the licensor. The licensing agreement remains in effect through February 29, 2016. | |||
During the term of the licensing agreement and as consideration for the grant of rights and license the licensor’s image, the Company has agreed to pay the licensor depending on the product sold, a royalty rate on all net sales of all products within the contract term. In addition the Company has agreed to pay a guaranteed minimum royalty payment of $600,000 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||
● | Contract period one: $100,000 | ||
● | Contract period two: $225,000 | ||
● | Contract period three: $275,000 | ||
As part of the licensing agreement, $100,000 was prepaid and is recorded under Prepaid Royalty as of June 30, 2013. | |||
During the year ended June 30, 2013, the Company entered into a licensing agreement with an entity acquiring the exclusive right to use the licensor’s image in connection with the development, production, distribution, advertisement, promotion and sale of products and obtain certain ancillary services of the licensor (the “Third License”). The licensing agreement remains in effect through April 16, 2016. | |||
During the term of the licensing agreement and as consideration for the grant of rights and license the licensor’s image, the Company has agreed to pay the licensor depending on the product sold, a royalty rate on all net sales of all products within the contract term. In addition the Company has agreed to pay a guaranteed minimum royalty payment of $100,000 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||
● | Contract period one: $33,333 | ||
● | Contract period two: $33,333 | ||
● | Contract period three: $33,334 | ||
As part of the licensing agreement, $10,000 was prepaid and is recorded under Prepaid Royalty as of June 30, 2013. | |||
During the period ended June 30, 2012, the Company entered into a licensing agreement with three individuals (collectively the “Licensors”) acquiring the exclusive right to use the Licensors’ image in connection with the development, production, distribution, advertisement, promotion and sale of products and obtain certain ancillary services of the Licensors. The licensing agreement remains in effect through November 30, 2016. The Company has the option to extend the term of this agreement for an additional period of eighteen months. | |||
During the term of the licensing agreement and as consideration for the grant of rights and license the Licensors’ image, the Company has agreed to pay the Licensors depending on the product sold, a single digit royalty on all wholesale sales of all products within the contract term. In addition the Company has agreed to pay a guaranteed minimum royalty payment of $4,686,125 or $5,206,900 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||
● | Contract period one: $1,000,000 | ||
● | Contract period two: $925,000 or $962,000 | ||
● | Contract period three: $1,188,625 or $1,394,900 | ||
● | Contract period four: $1,572,500 or $1,850,000 | ||
In addition to the royalty payment and guaranteed minimum royalty payment, the Company granted the Licensors warrants, on a cashless exercise basis, to purchase 10,000,000 common shares of the Company. | |||
As of June 30, 2012, the Company has paid the Licensors $1,000,000 as a non-refundable advance payment for contract period one through November 30, 2013. |
Short_Term_Loans_and_Factoring
Short Term Loans and Factoring Agreement | 12 Months Ended | ||
Jun. 30, 2013 | |||
Short Term Loans and Factoring Agreement [Abstract] | |||
SHORT TERM LOANS AND FACTORING AGREEMENT | NOTE 4. SHORT TERM LOANS AND FACTORING AGREEMENT | ||
On September 7, 2012 and September 25, 2012, the Company issued secured bridge loan promissory notes totaling in the aggregate $300,000 bearing interest at a rate of 10% per annum. | |||
The promissory notes were issued in two installments: | |||
● | September 7, 2012 - $150,000, due by December 7, 2012 | ||
● | September 25, 2012 - $150,000, due by December 25, 2012 | ||
As of March 28, 2013, the Company had re-paid the principal and accrued interest on all of the bridge loan promissory notes. | |||
On November 9, 2012, the Company issued a short-term note in the principal amount of $60,000 to a stockholder of the Company. The note accrued interest at an annual rate of 10%. On December 21, 2012, the Company re-paid the principal plus accrued interest on this promissory note. | |||
On October 4, 2012, the Company entered into a Purchase Order Sale Agreement (the “PO Agreement”) with Solops LLC, under which it financed certain of its contracts of orders (or purchase orders) (the “Orders”), which represent amounts due from bona fide contracts for the sale and delivery of the Company’s goods to certain merchants, in the principal amount of $1,125,000. Pursuant to the PO Agreement, the Company sold the Orders to Solops for a purchase price of $875,000. Under the terms of the PO Agreement, Solops will receive $1,065,000 through a combination of the merchants’ payments under the Orders directly to Solops, the Company’s collection of accounts receivable under the Orders and resulting payments to Solops and/or any other payments made by the Company to Solops under the PO Agreement. Upon the full payment to Solops of $1,065,000, the PO Agreement will immediately terminate and Solops will convey, assign and deliver back to the Company the Orders and all of its rights thereunder. After such full payment is made, the Company will regain sole ownership of the Orders and it will not have any further obligations to Solops, and Solops will not have any further rights, with respect to the Orders or under the PO Agreement. On November 21, 2012, the Company re-paid its obligation under the PO Agreement. | |||
On December 7, 2012, the Company issued a short-term promissory note totaling $100,000 bearing interest at a rate of 10% per annum. On December 21, 2012, the Company re-paid the principal plus interest on this promissory note. | |||
Effective as of November 21, 2012, the Company entered into a one-year Factoring Agreement and Supply Agreement with Star Funding, Inc. Under the terms of the Factoring Agreement, the Company sells most of its trade receivables to the factor without recourse as to credit risk but with recourse for any claims by the customer for adjustments in the normal course of business. The Company is able to borrow up to 80% of its factored receivables. Under the terms of the Supply Agreement, the Company is able to finance the purchases of its inventory. For the period ended June 30, 2012 and the year ended June 30, 2013, interest and commissions totaled approximately $0 and $154,887, respectively, under these agreements. Balances due from factor include outstanding accounts receivables from customers net of allowances for discounts and chargebacks, advances and interest due to factor. The Factoring Agreement and Supply Agreement limit the Company’s ability to: incur additional debt, pay dividends or make distributions to our stockholders, incur liens that would rank senior in priority to, or pari passu with, the obligations under the Notes, sell certain assets, and sell or otherwise dispose of any assets or rights of our Company or any subsidiary, subject to certain exceptions. Substantially all of the Company’s assets are collateralized against the Factoring Agreement and Supply Agreement. | |||
On May 16, 2012 and May 17, 2012, the Company issued secured bridge loan promissory notes totaling in the aggregate $1,500,025 bearing interest at a rate of 10% per annum (the “Bridge Notes”). On June 1, 2012, the Company issued additional Bridge Notes totaling $425,005. As of June 30, 2012, $1,925,030 of Bridge Notes were outstanding and are presented under short-term loans in the accompanying balance sheet. | |||
The promissory notes were issued in three installments: | |||
● | May 16, 2012 - $1,440,000, due by November 15, 2012 | ||
● | May 17, 2012 - $60,025, due by November 16, 2012 | ||
● | June 1, 2012 - $425,005 due by November 30, 2012 | ||
The loan is due and payable on the earliest of: | |||
● | On the dates mentioned above, or | ||
● | Closing of additional financing by the Company of an amount equal to or greater than the amount borrowed, or | ||
● | The date of closing of the merger between BLB and the Company | ||
As of July 12, 2012, the Bridge Notes were converted into equity as the Company and BLB completed the merger. | |||
In connection with the Bridge Notes, the Company recognized deferred financing costs of $191,613, prior to accumulated amortization of $41,463, as of June 30, 2012. The amortization of deferred financing costs of $41,463 is included in interest expense in the accompanying statement of operations for the year ended June 30, 2012. Upon the reverse merger in July of 2012 the deferred financing costs were fully amortized. |
December_March_and_April_Conve
December, March and April Convertible Debt Offering (December, March and April Convertible Note [Member]) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
December, March and April Convertible Note [Member] | |||||
DECEMBER, MARCH AND APRIL CONVERTIBLE DEBT OFFERING | NOTE 5. DECEMBER, MARCH AND APRIL CONVERTIBLE DEBT OFFERING | ||||
Convertible Note Offering | |||||
On December 21, 2012 the Company issued senior secured convertible notes (the “Convertible Notes”). The term of the Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. The Convertible Notes were issued at a price of $200,000 per unit, for total gross proceeds of $2,000,000 with an original issue discount of 0.2%. On March 28, 2013, the Company issued additional Convertible Notes for total gross proceeds of $1,130,000 with an original issue discount of 0.2%. | |||||
On April 8, 2013, the Company issued senior secured convertible notes (the “April Convertible Notes”). The term of the April Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. The Convertible Notes were issued at a price of $200,000 per unit, for total gross proceeds of $250,000. The investor is an affiliate of Mr. Victor Azrak, who was appointed as the Company’s director effective as of April 8, 2013. | |||||
The Convertible Notes and April Convertible Notes are convertible at a per share conversion price of $0.25, which is subject to a one-time reset right (the “Conversion Price Reset”) as well as “weighted average” and other customary anti-dilution protections (the “Debt Conversion Feature”). The Conversion Price Reset will be available on the earlier of: (i) the date of maturity of the 12% Notes or (ii) the completion of a subsequent financing by the Company of at least $5,000,000, (the “Reset Date”), if the closing price of the Company’s stock is less than $0.30 on the Reset Date. The conversion price after the reset will be equal to 70% of the 5-day VWAP immediately preceding the Reset Date. | |||||
In connection with the issuance of Convertible Notes, 12,520,000 five-year cashless exercise warrants (“Convertible Note Warrants”) were issued with “weighted average” and other customary anti-dilution protections. 6,260,000 Convertible Note Warrants are exercisable at $0.50 and 6,260,000 Convertible Note Warrants are exercisable at $0.25 (see Note 7 for further detail). | |||||
In connection with the issuance of April Convertible Notes, 1,000,000 five-year cashless exercise warrants (“April Convertible Note Warrants”) were issued with “weighted average” and other customary anti-dilution protections. 500,000 Convertible Note Warrants are exercisable at $0.50 and 500,000 Convertible Note Warrants are exercisable at $0.25 (see Note 7 for further detail). | |||||
As of June 20, 2013, the Convertible Notes, the April Convertible Notes, the Convertible Note Warrants and the April Convertible Note Warrants were converted into equity. The Convertible Notes and April Convertible Notes were converted at a per share price of $0.07, as the Company’s stock price was less than $0.30 on the Reset Date, for 50,575,333 shares. The Convertible Note Warrants and April Convertible Note Warrants were converted into 11,830,000 shares of the Company’s common stock. | |||||
Debt Discounts | |||||
Convertible Note Warrants and Debt Conversion Feature | |||||
The fair value of the Convertible Note Warrants and the Debt Conversion Feature, issued as of December 21, 2012, totaling $1,353,720 was recorded as a debt discount in the accompanying balance sheet and was amortized as interest expense in the accompanying statement of operations over the term of the Convertible Note using the effective interest method (see Note 7 for further detail). As of June 30, 2013, the full value of this debt discount had been amortized as a result of the conversion of the Convertible Notes and Convertible Note Warrants into equity. | |||||
The fair value of the Convertible Note Warrants and the Debt Conversion Feature, issued on March 28, 2013, totaling $274,957 was recorded as a debt discounts in the accompanying balance sheet and was amortized as interest expense in the accompanying statement of operations over the term of the Convertible Note using the effective interest method (see Note 7 for further detail). As of June 30, 2013, the full value of this debt discount had been amortized as a result of the conversion of the Convertible Notes and Convertible Note Warrants into equity. | |||||
The fair value of the April Convertible Note Warrants and the Debt Conversion Feature, issued on April 8, 2013, totaling $39,851 was recorded as a debt discounts in the accompanying balance sheet and was amortized as interest expense in the accompanying statement of operations over the term of the April Convertible Note using the effective interest method (see Note 7 for further detail). As of June 30, 2013, the full value of this debt discount had been amortized as a result of the conversion of the April Convertible Notes and April Convertible Note Warrants into equity. | |||||
Original Issue Discount | |||||
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The Convertible Notes issued on December 21, 2012 and March 28, 2013 were issued with an original issue discount of 0.2%. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the term of the Convertible Note. | |||||
Convertible Note Face Value | $ | 3,380,000 | |||
Debt Discount | |||||
Convertible Note Warrant Derivative | 908,649 | ||||
Conversion Feature Derivative | 713,768 | ||||
Original Issue Discount | 6,260 | ||||
Total Debt Discount | $ | 1,628,677 | |||
Amortization of Debt Discount, as of June 30, 2013 | (1,628,677 | ) | |||
Debt Discount, Net | $ | 0 | |||
Convertible Note Carrying Value at June 30, 2013, gross | $ | 3,380,000 | |||
Conversion of Convertible Note into Equity | $ | 3,380,000 | |||
Convertible Note Carrying Value at June 30, 2013 | $ | 0 | |||
April Convertible Note Face Value | $ | 250,000 | |||
Debt Discount | |||||
Convertible Note Warrant Derivative | 35,434 | ||||
Conversion Feature Derivative | 4,417 | ||||
Total Debt Discount | $ | 39,851 | |||
Amortization of Debt Discount, as of June 30, 2013 | (39,851 | ) | |||
Debt Discount, Net | $ | 0 | |||
Convertible Note Carrying Value at June 30, 2013, gross | $ | 250,000 | |||
Conversion of Convertible Note into Equity | $ | 250,000 | |||
Convertible Note Carrying Value at June 30, 2013 | $ | 0 | |||
Deferred Financing Costs | |||||
Transaction Fees | |||||
The Company paid Aegis Capital Corp. (“Aegis”) who acted as the sole placement agent for the closings of the Convertible Notes Offering a commission of 10% of the funds raised in the Convertible Notes offering and a 3% non-accountable reimbursement of its expenses, for a total payment of $406,900, which is recorded as a deferred financing cost in the accompanying balance sheet. | |||||
The Company incurred additional fees of $96,556 for legal and escrow agent fees in connection with the Convertible Notes Offering, which are recorded as a deferred financing cost in the accompanying balance sheet. | |||||
The Company paid Gottbetter Capital Markets (“GCM”) who acted as the sole placement agent for the April Convertible Notes a commission of 10% of the funds raised in the April Convertible Notes offering and a 1.5% non-accountable reimbursement of expenses, for a total payment of $28,750. | |||||
Convertible Note Broker Warrants | |||||
In addition, Aegis received five-year warrants (the “Convertible Note Broker Warrants”) to purchase 2,504,000 shares of the Company’s common stock. The Convertible Note Broker Warrants were issued with “weighted average” and other customary anti-dilution protections. The Convertible Note Broker Warrants are identical to the Convertible Note Warrants in all material respects, except that they are exercisable at $0.25. As of June 20, 2013, the Convertible Note Broker Warrants were considered converted into 2,253,600 shares of common stock based on the same conversion terms as the Convertible Note Warrants. The Convertible Note Broker Warrants were valued at approximately $194,000 based on a Black-Scholes model (see Note 7 for further detail). | |||||
April Convertible Note Broker Warrants | |||||
In addition, GCM received five-year warrants (the “April Convertible Note Broker Warrants”) to purchase 200,000 shares of the Company’s common stock. The April Convertible Note Broker Warrants were issued with “weighted average” and other customary anti-dilution protections. The April Convertible Note Broker Warrants are identical to the April Convertible Note Warrants in all material respects, except that they are exercisable at $0.25. As of June 20, 2013, the Convertible Note Broker Warrants were converted into 180,000 shares of common stock based on the same conversion terms as the Convertible Note Warrants. The April Convertible Note Broker Warrants were valued at approximately $57,000 based on a Black-Scholes model (see Note 7 for further detail). | |||||
Third Party Share Sale | |||||
The Convertible Note holders were sold 6,260,000 free trading shares by non-affiliated, third party shareholders of the Company at par value. Although the Company was not a party to the sale of these shares by third party shareholders, per FASB ASC Topic 718, the fair value of this non-affiliated third party transaction is recognized by the Company as a deferred financing cost of the Convertible Note transaction. Additionally, the Company will provide no reimbursement or compensation to the selling shareholders of the 6,260,000 free trading shares. As such, the Company does not anticipate recognizing any further expenses in relation to this third-party transaction. The fair value of this third party transaction of $1,537,940 is recorded under deferred financing costs in the accompanying balance sheet. | |||||
The unamortized deferred financing costs were expensed under Loss from Debt Extinguishment in the accompany statement of operations due to the June 20, 2013 conversion (see Note 8 for further detail). | |||||
Placement agent and other fees associated with Convertible Note offering | $ | 503,457 | |||
Convertible Note Broker Warrants | 194,381 | ||||
Third Party Share Grant | 1,537,940 | ||||
Total Deferred Financing Costs | $ | 2,235,777 | |||
Amortization of Deferred Financing Costs, as of June 30, 2013 | (2,235,777 | ) | |||
Deferred Financing Costs, Net, as of June 30, 2013 | $ | 0 | |||
Placement agent and other fees associated with April Convertible Note offering | $ | 28,855 | |||
April Convertible Note Broker Warrants | 9,253 | ||||
Total Deferred Financing Costs | $ | 38,108 | |||
Amortization of Deferred Financing Costs, as of June 30, 2013 | 38,108 | ||||
Deferred Financing Costs, Net, as of June 30, 2013 | $ | 0 |
June_Convertible_Debt_Offering
June Convertible Debt Offering (June Convertible Debt Offering [Member]) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
June Convertible Debt Offering [Member] | |||||
JUNE CONVERTIBLE DEBT OFFERING | NOTE 6. JUNE CONVERTIBLE DEBT OFFERING | ||||
June Convertible Note Offering | |||||
On June 20, 2013 the Company issued $1,500,000 senior secured convertible notes (the “June Convertible Notes”) with an original issue discount of 12%, and a conversion price of $0.068 per share (the “June Conversion Price”), for face value of $1,680,000. The term of the June Convertible Notes includes an eighteen-month maturity period, with partial redemptions beginning on June 1, 2014. The June Convertible Notes bear an annual interest rate of 8%, which is paid quarterly in the form of cash or equity beginning November 2013. Interest is payable in cash or at the Company’s option in shares of common stock, provided certain conditions are met, based on a share value equal to the lesser of (a) 90% of the average of the volume weighted average price (the “VWAP”) for the 20 consecutive trading days prior to the applicable interest payment date and (b) 100% of the average of the VWAP for the 20 consecutive trading days prior to the applicable interest payment date less $0.01. Upon any Event of Default (as defined in the June Convertible Note), the outstanding principal amount of the June Convertible Note, plus liquidated damages, interest, a premium of 30% and other amounts owing in respect thereof through the date of acceleration, shall become, at the June Convertible Note holders’ election, immediately due and payable in cash. Commencing five days after the occurrence of any Event of Default, the interest rate on the June Convertible Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The June Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. As of October 15, 2013, with the timely filing of our Form 10-K, the Company will remain in compliance with the covenants of the Debentures. The June Convertible Notes limit the Company from incurring additional indebtedness, pay dividends or make distributions to shareholders, incur liens that would rank senior in priority or pari passu to the June Convertible Notes, sell or otherwise dispose of any assets or rights of the Company or its subsidiaries. | |||||
In connection with the issuance of the June Convertible Notes, 24,705,882 five-year cashless exercise warrants (“June Convertible Note Warrants”) were issued with “weighted average” and other customary anti-dilution protections. The June Convertible Note Warrants are exercisable at $0.082 per share and are subject to “weighted average” and other customary anti-dilution protections (see Note 7 for further detail). | |||||
June Convertible Note Redemption | |||||
On each of June 1, 2014, July 1, 2014, August 1, 2014, September 1, 2014, October 1, 2014 and November 1, 2014, the Company is obligated to redeem an amount equal to $140,000 and on December 1, 2014, the Company is obligated to redeem an amount equal to $840,000, (plus accrued but unpaid interest, liquidated damages and any other amounts then owing in respect of the June Convertible Note) (collectively, the “Periodic Redemption Amount”). In lieu of a cash redemption and subject to the Company meeting certain equity conditions described in the June Convertible Note, the Company may elect to pay the Periodic Redemption Amount in shares based on a conversion price equal to the lesser of (a) $0.068 per share, subject to adjustments upon certain events, and (b) 90% of the average of the VWAP for the 20 consecutive trading days prior to the applicable redemption date. | |||||
Debt Discounts | |||||
The fair value of the June Convertible Note Warrants and the corresponding Debt Conversion Feature, issued on June 20, 2013, totaling $1,243,177 is recorded as a debt discounts in the accompanying balance sheet and is amortized as interest expense in the accompanying statement of operations over the term of the June Convertible Note using the effective interest method (see Note 7 for further detail). | |||||
Original Issue Discount | |||||
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The June Convertible Notes were issued with an original issue discount of 12%. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the term of the June Convertible Note. | |||||
June Convertible Note Face Value | $ | 1,680,000 | |||
Debt Discount | |||||
June Convertible Note Warrant Derivative | 752,126 | ||||
Conversion Feature Derivative | 491,051 | ||||
Original Issue Discount | 180,000 | ||||
Total Debt Discount | $ | 1,423,177 | |||
Amortization of Debt Discount, as of June 30, 2013 | (24,893 | ) | |||
Debt Discount, Net | $ | 1,398,284 | |||
June Convertible Note Carrying Value at June 30, 2013 | $ | 281,716 | |||
Deferred Financing Costs | |||||
Transaction Fees | |||||
The Company paid Gottbetter Capital Markets (“GCM”) who acted as the sole placement agent for the June Convertible Notes a commission of 7.2% of the first $1,400,000 funds raised in the June Convertible Notes offering for a total payment of $100,000. In addition, the placement agent received five-year broker warrants to purchase approximately 2.0 million shares of our common stock at an exercise price of $0.082 per share. The broker warrants are identical to the warrants in all material respects. We also paid $117,446 in legal fees to Gottbetter & Partners and $85,207 in professional fees to the lead investor in the Debenture. | |||||
June Convertible Note Broker Warrants | |||||
In addition, GCM received five-year warrants (the “June Convertible Note Broker Warrants”) to purchase 2,000,000 shares of the Company’s common stock. The June Convertible Note Broker Warrants were issued with “weighted average” and other customary anti-dilution protections. The June Convertible Note Broker Warrants are identical to the June Convertible Note Warrants in all material respects. | |||||
Placement agent and other fees associated with June Convertible Note offering | $ | 304,293 | |||
June Convertible Note Broker Warrants | 60,886 | ||||
Total Deferred Financing Costs | $ | 365,179 | |||
Amortization of Deferred Financing Costs, as of June 30, 2013 | 6,387 | ||||
Deferred Financing Costs, Net, as of June 30, 2013 | $ | 358,792 | |||
Derivative_Liability
Derivative Liability | 12 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Derivative Liability [Abstract] | ||||||||||
DERIVATIVE LIABILITY | NOTE 7. DERIVATIVE LIABILITY | |||||||||
As of June 30, 2013, the Company had reserved 60,751,751 shares of common stock for issuance upon exercise of the Company’s outstanding warrants. The Company had reserved 24,705,882 shares of common stock for issuance upon exercise of the Company’s outstanding convertible debt as of June 30, 2013. | ||||||||||
On March 28, 2013, the Company repurchased 499,840 shares of common stock and cancelled 499,840 warrants for $125,000. The repurchased shares are reflected under treasury stock in the accompanying balance sheet. On June 30, 2013, the Company had agreed to repurchase an additional 499,840 shares of common stock for $125,000. The commitment to repurchase these shares are represented under treasury stock and accrued expenses in the accompanying balance sheet. | ||||||||||
July 2012 Merger | ||||||||||
Upon the completion of the July 12, 2012 Merger, $1,925,030 of the Bridge Notes converted into PPO Units. The holders of the Bridge Notes received 7,700,120 five-year bridge warrants (the “Bridge Warrants”), each exercisable to purchase one share of the Company’s Common Stock. 3,850,060 of the Bridge Warrants are exercisable at $0.25 per share (the “Series A Warrants”) and 3,850,060 of the Bridge Warrants (the “Series B Warrants”) are exercisable at $0.50 per share. As of August 29, 2013, the Series A Warrants are exercisable at $0.01 per share and the Series B Warrants are exercisable at $0.015 per share, (See Note 14 for further detail). Except as to exercise price, the Bridge Warrants are identical, in all material respects to the Investor Warrants (as defined below). | ||||||||||
Licensor Warrants | ||||||||||
The Company also issued to the Licensors warrants exercisable for the purchase of an aggregate of 10,000,000 shares of the Company’s common stock for a term of ten years at an exercise price of $0.24 per share (the “Licensor Warrants”). The exercise price and number of shares of common stock issuable upon exercise of the Licensor Warrants may be adjusted in certain circumstances including stock splits and stock dividends (but excluding future issuances of our equity securities, regardless if for no consideration or for consideration per share less than $0.24). They are exercisable on a cashless basis at any time prior to their expiration. Except as otherwise described herein, the Licensor Warrants are identical in all material respects to the Investor Warrants. On May 8, 2013, the Company reduced the Licensor Warrant exercise price to $0.12 in consideration of value received. | ||||||||||
Private Placement Offering | ||||||||||
Concurrently with the closing of the Merger, the Company completed an initial closing of a private offering (the “Offering”) wherein 500,000 units (the “PPO Units”) were sold, at a price of $0.25 per PPO Unit, for a total cash consideration of $125,000. Each PPO Unit consists of one share of the Company’s common stock and a redeemable Investor Warrant to purchase one share of the Company’s common stock. The Investor Warrants are exercisable for a period of five years at a purchase price of $1.00 per share of the Company’s common stock. If at any time during the two year period following the closing date the Company issues additional shares of Common Stock for a consideration per share less than $0.25 (the “Reduced Price”), then the Company will issue to the purchasers in the Offering, concurrently with such issue and without any additional consideration from the purchasers, the number of additional shares of the Company’s common stock and Investor Warrants equal to the difference between (A) the purchase price of the PPO Units being subscribed for divided by the Reduced Price and (B) the number of shares of the Company’s common stock included in the units being subscribed for in the Offering. In addition, we effected the conversion of the $1,925,030 in Bridge Notes. The Bridge Notes were converted into 7,700,120 PPO Units and 7,700,120 five-year Investor Warrants each exercisable to purchase one share of the Company’s Common Stock. As of August 29, 2013, the Investor Warrants are exercisable at $0.03 per share (See Note 14 for further detail). | ||||||||||
On July 20, 2012, the Company completed the second closing under the Offering through the sale of 124,000 PPO Units (for aggregate gross proceeds of $31,000) consisting of 124,000 shares of common stock and 124,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On July 31, 2012, the Company completed the third closing under the Offering through the sale of 1,639,920 PPO Units (for aggregate gross proceeds of $409,980) consisting of 1,639,920 shares of common stock and 1,639,920 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On August 24, 2012, the Company completed the fourth closing under the Offering through the sale of 500,000 PPO Units (for aggregate gross proceeds of $125,000) consisting of 500,000 shares of common stock and 500,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On September 10, 2012, the Company completed the fifth closing under the Offering through the sale of 80,000 PPO Units (for aggregate gross proceeds of $20,000) consisting of 80,000 shares of common stock and 80,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On December 6, 2012, the Company completed the sixth closing under the Offering through the sale of 600,000 PPO Units (for aggregate gross proceeds of $150,000) consisting of 600,000 shares of common stock and 600,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On December 10, 2012, the Company completed the seventh closing under the Offering through the sale of 200,000 PPO Units (for aggregate gross proceeds of $50,000) consisting of 200,000 shares of common stock and 200,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On December 12, 2012, the Company completed the eighth closing under the Offering through the sale of 100,000 PPO Units (for aggregate gross proceeds of $25,000) consisting of 100,000 shares of common stock and 100,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
On February 8, 2013, the Company completed the ninth closing under the Offering through the sale of 200,000 PPO Units (for aggregate gross proceeds of $50,000) consisting of 200,000 shares of common stock and 200,000 five-year Investor Warrants with an exercise price of $1.00. | ||||||||||
As of August 29, 2013, the Investor Warrants are exercisable at $0.03 per share (See Note 14 for further detail). | ||||||||||
In connection with the July 12, 2012 PPO closing, the Company issued an aggregate of 656,010 five year broker warrants with an exercise price of $0.25 per share. Effective as of June 30, 2013, 79,975 broker warrants have been cancelled with the repurchase of 999,680 shares. In connection with the July 20, 2012, July 31, 2012, August 24, 2012, and September 10, 2012 closings, the Company issued an aggregate of 187,514 five-year broker warrants with an exercise price of $0.25 per share. In connection with the December 6, 2012, December 10, 2012, and December 12, 2012 closings, the Company issued an aggregate of 72,000 five-year broker warrants with an exercise price of $0.25 per share. In connection with the February 8, 2013 closing, the Company issued 16,000 five-year broker warrants with an exercise price of $0.25 per share. As of August 29, 2013, the broker warrants are exercisable at $0.01 per share (See Note 14 for further detail). | ||||||||||
Short Term Loan | ||||||||||
In connection with two short-term notes that were issued on September 7, 2012 and an additional short-term note that the Company issued on September 24, 2012, for an aggregate principal amount of $300,000, the Company issued 1,200,000 warrants to holders of these notes (the “Series D Warrants”). These warrants are exercisable for a period of five years at a purchase price of $0.25 per share of the Company’s common stock. These warrants contain certain anti-dilution and other customary terms. | ||||||||||
On March 28, 2013, in connection with a repayment of a short-term shareholder note, the Company issued an additional 150,000 five-year warrants to the holder to compensate the holder as the shareholder note was past due. The fair value of the warrants was $9,482. These warrants are exercisable for a period of five years at a purchase price of $0.25 per share of the Company’s common stock. These warrants contain certain anti-dilution and other customary terms. | ||||||||||
As of August 29, 2013, the Series D warrants are exercisable at $0.01 per share (See Note 14 for further detail). | ||||||||||
Convertible Note Warrants, April Convertible Note Warrants, June Convertible Note Warrants | ||||||||||
In connection with the Convertible Note offering on December 21, 2012, the Company issued 8,000,000 Convertible Note Warrants. 4,000,000 Convertible Note Warrants are exercisable at $0.50 and 4,000,000 Convertible Note Warrants are exercisable at $1.00. In connection with the second closing of the offering which occurred on March 28, 2013, the Company and Aegis agreed to modify the exercise price of these Convertible Note Warrants and the placement agent warrants issued by the Company as part of the first closing. As a result of such modification, 4,000,000 of such Convertible Note Warrants are exercisable at $0.25 per share and 4,000,000 of such Convertible Note Warrants are exercisable at $0.50 per share, and all of the placement agent warrants are exercisable at $0.25 per share. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $686,192 using a Black-Scholes model with the following assumptions: expected volatility of 60%, risk free interest rate of 0.95%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
In connection with the Convertible Note offering on March 28, 2013, the Company issued 4,520,000 Convertible Note Warrants. 2,260,000 Convertible Note Warrants are exercisable at $0.50 and 2,260,000 Convertible Note Warrants are exercisable at $0.25. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $222,457 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.005%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
In connection with the April Convertible Note offering on April 8, 2013, the Company issued 1,000,000 April Convertible Note Warrants. 500,000 April Convertible Note Warrants are exercisable at $0.25 and 500,000 April Convertible Note Warrants are exercisable at $0.50. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $35,434 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
In connection with the June Convertible Note offering on June 20, 2013, the Company issued 24,705,882 June Convertible Note Warrants, which are exercisable at $0.082 and contain weighted average anti-dilution protections. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $752,126 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
Convertible Note Broker Warrants, April Convertible Note Broker Warrants, June Convertible Note Broker Warrants | ||||||||||
In connection with the Convertible Note offering on December 21, 2012, the Company issued 1,600,000 Convertible Note Broker Warrants. The Convertible Note Broker Warrants are exercisable at $0.25. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $137,238 using a Black-Scholes model with the following assumptions: expected volatility of 60%, risk free interest rate of 0.95%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and deferred financing cost on the balance sheet. | ||||||||||
In connection with the Convertible Note offering on March 28, 2013, the Company issued 904,000 Convertible Note Broker Warrants. The Convertible Note Broker Warrants are exercisable at $0.25. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $57,143 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.005%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
In connection with the April Convertible Note offering on April 8, 2013, the Company issued 200,000 April Convertible Note Broker Warrants. The April Convertible Note Broker Warrants are exercisable at $0.25. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $9,253 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and debt discount on the balance sheet. | ||||||||||
In connection with the June Convertible Note offering on June 20, 2013, the Company issued 2,000,000 Convertible Note Broker Warrants. The Convertible Note Broker Warrants are exercisable at $0.082. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $60,886 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and deferred financing cost on the balance sheet. | ||||||||||
Founder Warrants | ||||||||||
In connection with the acquisition of the Third License on April 17, 2013, the Company issued 2,500,000 warrants. The warrants are exercisable at $0.13. | ||||||||||
The relative fair value of the warrants at issuance was estimated at $210,349 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of five years and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and deferred financing cost on the balance sheet. | ||||||||||
Debt Conversion Feature | ||||||||||
The Convertible Note, April Convertible Note, and June Convertible Note offerings included a Debt Conversion Feature (see Note 5 and 6). | ||||||||||
The relative fair value of the Debt Conversion Feature of the December 21, 2012 closing was estimated, using Level 2 inputs, at $663,528 using a Black-Scholes model with the following assumptions: expected volatility of 60%, risk free interest rate of 0.95%, expected life of right months and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. | ||||||||||
The relative fair value of the Debt Conversion Feature of the March 28, 2013 closing was estimated, using Level 2 inputs, at $50,240 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.005%, expected life of eight months and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. | ||||||||||
The relative fair value of the Debt Conversion Feature of the April 8, 2013 closing was estimated, using Level 2 inputs, at $4,361 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of eight months and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. | ||||||||||
The relative fair value of the Debt Conversion Feature of the June 20, 2013 closing was estimated, using Level 2 inputs, at $491,051 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of eighteen months and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. | ||||||||||
Fair Value Measurement of Warrants | ||||||||||
The relative fair value at issuance of those warrants granted during the quarter ended September 30, 2012 was estimated at $3,788,687 using a Black-Scholes model with the following assumptions: expected volatility of 70%, risk free interest rate of 0.83%, expected life of 5.0 – 10.0 years, based upon the term of the warrant, and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and equity sections of the balance sheet. | ||||||||||
The relative fair value at issuance of those warrants granted during the quarter ended December 31, 2012 was $888,596 using a Black-Scholes model with the following assumptions: expected volatility of 60%, risk free interest rate of 0.95%, expected life of 0.8 - 5.0 years, based upon the term of the warrant, and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and equity sections of the balance sheet. | ||||||||||
The relative fair value at issuance of those warrants granted during the quarter ended March 31, 2013 was estimated at $297,716 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.005%, expected life of 5.0 years, based upon the term of the warrant, and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and equity sections of the balance sheet. | ||||||||||
The relative fair value at issuance of those warrants granted during the quarter ended June 30, 2013 was estimated at $1,067,196 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.685%, expected life of eighteen months to 10 years, based upon the term of the warrant, and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty and personal care industry. The relative fair value of the warrants was recorded in the long-term liability and equity sections of the balance sheet. | ||||||||||
The Company’s warrant liability was valued at June 30, 2013 using a Black-Scholes model with the following assumptions: expected volatility of 55%, risk free interest rate of 1.005%, expected life of eighteen months – 10 years, based upon the term of the warrant or convertible note, and no dividends. Expected volatility was based on the volatility of similar public entities in the beauty industry. The following table is a rollforward of the fair value of the warrant liability: | ||||||||||
30-Jun-13 | 30-Jun-12 | |||||||||
Beginning Balance | $ | 0 | $ | 0 | ||||||
Issuance of Warrants and Conversion Feature | $ | 7,252,283 | 0 | |||||||
Repurchase / Exercise / Cancellation of Warrants and Conversion Feature | (179,884 | ) | 0 | |||||||
Change in fair value | (5,411,959 | ) | 0 | |||||||
Ending Balance | $ | 1,660,440 | $ | 0 | ||||||
During the quarter ended June 30, 2013, the Company changed the exercise price of the 13,520,000 Convertible Note Warrants and April Convertible Note Warrants issued as of December 21, 2012, March 28, 2013 and April 8, 2013 from $0.50 to $0.015 and from $0.25 to $0.01 and changed the exercise price of 2,704,000 Convertible Note Broker Warrants and April Convertible Note Broker Warrants from $0.25 to $0.01. At the same time, the 13,520,000 Convertible Note Warrants and April Convertible Note Warrants and 2,704,000 Convertible Note Broker Warrants and April Convertible Note Broker Warrants were exercised into 11,830,000 and 2,433,600 shares, respectively, (see Note 8). | ||||||||||
The relative fair value of the Company’s outstanding warrants and derivative instruments was estimated at $0 and $1,660,440 as of June 30, 2012 and June 30, 2013. The gain / (loss) in the fair value of the warrants of $0 and $5,411,959 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, was recognized as a gain in the derivative liability section on the accompanying statement of operations. | ||||||||||
A summary of the Company’s warrant activity is as follows: | ||||||||||
Number of | Weighted | Weighted Average | ||||||||
shares | Average | Contractual Term | ||||||||
underlying | Exercise | |||||||||
warrants | Price | |||||||||
Outstanding June 30, 2012 | ||||||||||
Granted | 77,555,566 | $ | 0.33 | 5.8 years | ||||||
Exercised | -16,224,000 | $ | 0.01 | 5.0 years | ||||||
Forfeited / Repurchased | -579,815 | $ | 0.37 | 5.0 years | ||||||
Outstanding June 30, 2013 | 60,751,751 | $ | 0.06 | 6.9 years | ||||||
Loss_From_Extinguishment_Of_De
Loss From Extinguishment Of Debt | 12 Months Ended |
Jun. 30, 2013 | |
Extinguishment of Debt Disclosures [Abstract] | |
LOSS FROM EXTINGUISHMENT OF DEBT | NOTE 8. LOSS FROM EXTINGUISHMENT OF DEBT |
On June 20, 2013, the Company effected the conversion of the principal and accrued interest of the Convertible Notes and April Convertible Notes of $3,540,273 in accordance with the provisions of the respective notes. As a result of such conversion, the Company issued 50,575,333 shares. At the same time, the Company effected the conversion of the underlying warrants and broker warrants related to the notes for exercise prices of $0.01 (for such warrants with an exercise price of $0.25) and $0.015 (for such warrants with an exercise price of $0.50). In accordance with FASB 470.20.40.20, the Company has recognized a loss equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of consideration issuable in accordance with the original conversion terms. The Company has recognized a non-cash expense of $2,098,819, which is recorded under Loss from Extinguishment of Debt in the accompanying statement of operations for the year ended June 30, 2013. The Company did not have any expenses related to the Loss from Conversion of Debt for the period ended June 30, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||
License agreements | |||||||||||||||||||||
In May 2012, the Company entered into a licensing agreement with the Licensors (see Note 3 for further detail). | |||||||||||||||||||||
During the term of the licensing agreement the Company has agreed to pay a guaranteed minimum royalty payment of $4,686,125 or $5,206,900 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||||||||||||||||||||
● Contract period one: $1,000,000 | |||||||||||||||||||||
● Contract period two: $925,000 or $1,000,000 | |||||||||||||||||||||
● Contract period three: $1,188,625 or $1,285,000 | |||||||||||||||||||||
● Contract period four: $1,572,500 or $1,700,000 | |||||||||||||||||||||
In July 2012, the Company entered into the Second License (see Note 3). The Company agreed to pay a guaranteed minimum royalty payment of $600,000 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||||||||||||||||||||
● Contract period one: $100,000 | |||||||||||||||||||||
● Contract period two: $225,000 | |||||||||||||||||||||
● Contract period three: $275,000 | |||||||||||||||||||||
In May 2013, the Company entered into a licensing agreement with the Third Licensor (see Note 3). The Company agreed to pay a guaranteed minimum royalty payment of $100,000 depending on launch date of various products in accordance with the following schedule, but subject to adjustments: | |||||||||||||||||||||
● Contract period one: $33,333 | |||||||||||||||||||||
● Contract period two: $33,333 | |||||||||||||||||||||
● Contract period three: $33,334 | |||||||||||||||||||||
Operating Lease | |||||||||||||||||||||
On May 8, 2012, the Company executed a one-year operating lease for its corporate office commencing on May 15, 2012 at a monthly rent payment of $1,785 per month. Total rent expense related to this operating lease was $0 and $21,420 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and is included in general and administrative expenses in accompanying statement of operations. As of June 30, 2013, the lease has expired and the Company is renting the office space on a month-to-month basis. | |||||||||||||||||||||
On January 7, 2013, the Company executed a five-month operating lease for storage commencing on January 1, 2013 at a monthly rent payment of $1,500 per month. Total rent expense related to this operating lease was $0 and $9,000 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and is included in general and administrative expenses in accompanying statement of operations. As of June 30, 2013, the storage space lease has expired and the Company is renting the space on a month-to-month basis. | |||||||||||||||||||||
Contractual Obligations and Commitments: | |||||||||||||||||||||
The table below provides information concerning obligations of our contractual commitment as of June 30, 2013: | |||||||||||||||||||||
Total | Less than 1 year | 1 – 3 years | 3 - 5 years | More than 5 years | |||||||||||||||||
License agreement obligations | $ | 7,427,125 | $ | 33,333 | $ | 2,851,667 | $ | 4,542,125 | $ | 0 | |||||||||||
Operating lease obligation | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Total | $ | 7,427,125 | $ | 33,333 | $ | 2,851,667 | $ | 4,542,125 | $ | 0 | |||||||||||
Litigation | |||||||||||||||||||||
In the normal course of business, the Company may become involved in various legal proceedings. Except as described below, management knows of no pending or threatened legal proceeding to which they are or will be a party and which, if successful, might result in a material adverse change in our business, properties or financial condition. | |||||||||||||||||||||
On November 19, 2012, an action entitled Chroma Makeup Studio, LLC. v. BOLDFACE Group, Inc. and BOLDFACE Licensing + Branding was filed in the United States District Court for the Central District of California, Western Division (the “Court”). Chroma Makeup Studio, LLC (“Chroma”) alleged that the Company’s use of the term Khroma, including the marks Khroma Beauty and Khroma Beauty By Kourtney, Kim and Khloe (the "Khroma Beauty Marks"), for cosmetics is infringing upon Chroma's rights in its Chroma mark. The Complaint included claims for trademark infringement under the Lanham Act and unfair competition under applicable California law. The Court set a tentative trial date of April 22, 2014. The parties also agreed to pursue private mediation in an attempt to resolve the disputed issues in this case. On August 2, 2013, the parties participated in mediation in an attempt to settle the case but were unable to do so. | |||||||||||||||||||||
On November 30, 2012, BLB filed a complaint for a declaratory judgment in the United States District Court for the Central District of California, Western Division entitled BOLDFACE Licensing + Branding v. By Lee Tillett, Inc. (“Tillett”). BLB’s complaint requests a declaration from the Court that (1) BLB’s use of the Khroma term, including the Khroma Beauty marks does not infringe on Tillett’s rights in its Kroma trademark, and (2) BLB’s two pending trademark applications for Khroma Beauty marks should be allowed to register with the USPTO. On January 9, 2013 Tillet filed an answer and counterclaims for (1) trademark infringement, (2) false designation of origin, (3) trademark infringement, and (4) unfair competition pursuant. In addition to BLB, Tillett's Counterclaims are made against the following additional parties: Kimsaprincess Inc., 2Die4Kourt Inc., Khlomoney Inc., and individuals Kim Kardashian, Kourtney Kardashian, and Khloe Kardashian (collectively, the "Kardashian Parties"). In March 2013, Tillet obtained a preliminary injunction enjoining BLB’s use of the Khroma Beauty mark. BLB appealed the injunction and moved for a stay in the Ninth Circuit. As a result, the injunction was stayed until May 31, 2013. By the time the stay expired, BLB had already changed the name of its mark from Khroma Beauty by Kourtney, Kim and Khloe to Kardashian Beauty. On August 9, 2013, BLB and the Kardashian Parties filed a joint motion to dismiss the appeal. On August 2, 2013, the parties participated in mediation in an attempt to settle the case but were unable to do so. The Court set a tentative trial date of April 22, 2014. | |||||||||||||||||||||
Based on the existing status of the two cases, Management believes it has adequately reserved for these matters such that there would not be a material effect on future financial statements. | |||||||||||||||||||||
Registration Agreement | |||||||||||||||||||||
As of June 30, 2013, the Company had 300,000,000 shares of common stock authorized. As of June 30, 2013, the Company had 155,301,468 shares issued and 154,301,788 shares outstanding. | |||||||||||||||||||||
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's stockholders. Common stockholders are not entitled to receive dividends unless declared by the Company's Board of Directors. | |||||||||||||||||||||
PPO Offering Registration Rights | |||||||||||||||||||||
In connection with the Merger and Offering (as defined in Notes 1, 4 and 7), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with each of the investors participating in the Offering. Under the Registration Rights Agreement, as amended, the Company committed to file a registration statement on Form S-1, or other applicable form (the “Registration Statement”), covering the resale of (i) the Company’s common stock underlying the Bridge Warrants (as defined in Note 7), (ii) common stock underlying the PPO Units (as defined in Note 7) sold or to be sold in the Offering, and (iii) common stock underlying the Investor Warrants (as defined in Note 7) (including securities issued in the Offering as a result of the conversion of the Bridge Notes (as defined in Note 7), but not common stock that is issuable upon exercise of the broker warrants issued to the placement agent for the Offering) (collectively, the “Registrable Securities”) no later than October 29, 2012 (the “Filing Date”), and to use commercially reasonable efforts to cause the Registration Statement to become effective no later than 150 days after it is filed (the “Effectiveness Date”). As of the date of this Annual Report the Company has not filed the Registration Statement with the SEC and anticipates filing the Registration Statement during the quarter ended December 31, 2013. The Company agreed to use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement for at least one year from the date the Registration Statement is declared effective by the SEC or for such shorter period ending on the earlier to occur of (i) until Rule 144 of the Securities Act is available to investors with respect to all of their Registrable Securities or (ii) the date when all of the Registrable Securities registered thereunder shall have been sold. | |||||||||||||||||||||
The Company will be liable for liquidated damages at the rate of 1% of the purchase price per PPO Unit paid by each investor for the Registrable Securities then held by such investor for each full period of 30 days for which the Company fails to file the registration statement by the Filing Date or if the Company fails to have the Registration Statement declared effective by the Effectiveness Date (each, a “Registration Event”), until such failure is cured. The payment amount shall be prorated for partial 30-day periods. The aggregate penalty accrued with respect to each investor may not exceed 10% of the original purchase price paid by such investor. However, if a Registration Event occurs (or is continuing) on a date more than one year after July 12, 2012 or the final closing of the Offering, liquidated damages shall be paid only with respect to that portion of the Registrable Securities that cannot then be immediately resold in reliance on Rule 144. If the Company fails to pay any partial liquidated damages or refund pursuant in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holder of the PPO Unit. | |||||||||||||||||||||
In December 2006, the FASB issued guidance on accounting for registration payment arrangements. This guidance specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB guidance on accounting for contingencies. This guidance further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with US GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The Company applied the recognition and measurement provisions of the FASB guidance to the registration rights associated with the Registration Rights Agreement. As of June 30, 2013, the Company has recorded $206,381 in general and administrative expenses on the accompanying statement of operations associated with these registration rights. | |||||||||||||||||||||
Convertible Note Offering Registration Rights | |||||||||||||||||||||
In connection with the Convertible Note offering (as defined in Note 5), the Company also entered into a registration rights agreement with the Investors (the “Convertible Note Registration Rights Agreement”). Under the terms of the Convertible Note Registration Rights Agreement, the Company committed to file a registration statement on Form S-1, or other applicable form, covering the resale of (i) the Common Stock underlying the Warrants and (ii) the Common Stock underlying the Notes (collectively, the “Convertible Note Registrable Securities”) within 45 days from the final closing of the Offering (the “Filing Date”), and to use its commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed (the “Effectiveness Date”). As the Company delayed the registration due to the June Convertible Offering, and such delay was communicated to the Convertible Note Offering investors, the Company has not recorded any registration right penalties. The Company anticipates filing the registration statement on or prior to November 1, 2013. | |||||||||||||||||||||
The Company agreed to use its commercially reasonable efforts to maintain the effectiveness of the registration statement for at least one year from the date the registration statement is declared effective by the SEC or for such shorter period ending on the earlier to occur of (i) until Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), is available to Investors with respect to all of their Convertible Note Registrable Securities or (ii) the date when all of the Convertible Note Registrable Securities registered thereunder shall have been sold. The Company will be liable for monetary penalties equal to 0.5% of the purchase price per Unit paid by such Investor for the Convertible Note Registrable Securities then held by each investor for each full period of period of 30 days if the Company fails to file the registration statement by the Filing Date or if the Company fails to use its reasonable efforts to have the registration statement declared effective by the Effectiveness Date until such failure is cured. The payment amount shall be prorated for partial 30-day periods. The maximum aggregate amount of payments to be made by the Company as the result of such failures, whether by reason of a filing deadline failure, effectiveness deadline failure or any combination thereof, shall be an amount equal to 6% of the purchase price per Unit paid by such Investor for the Convertible Note Registrable Securities held by such Investor at the time of the first occurrence of such failure to file with, or to have the registration statement be declared effective by, the United States Securities and Exchange Commission (the “SEC”). | |||||||||||||||||||||
Moreover, no such payments shall be due and payable with respect to any Convertible Note Registrable Securities that the Company is unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act. The holders of any Convertible Note Registrable Securities removed from the registration statement as the result of a Rule 415 comment or other comment from the SEC shall have “piggyback” registration rights for the shares of Common Stock underlying the Convertible Note Registrable Securities, until such shares can be sold without limitation under Rule 144, with respect to any registration statement filed by the Company following the effectiveness of the registration statement which would permit the inclusion of these shares. |
Equity_Transactions
Equity Transactions | 12 Months Ended |
Jun. 30, 2013 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 10. EQUITY TRANSACTIONS |
On January 8, 2013, the Company issued 169,355 shares of common stock to a third party for consulting services provided, valued at $52,500. | |
On February 1, 2013, the Company issued 57,252 shares of common stock to a third party for consulting services provided, valued at $16,030. | |
On March 1, 2013, the Company issued 76,531 shares of common stock to a third party for consulting services provided, valued at $14,923. | |
On March 28, 2013, the Company issued 1,000,000 shares of common stock to a third party for a reduction in fees for services provided, valued at $170,000. | |
On April 8, 2013, the Company issued 500,000 five-year warrants with an exercise price of $0.25 to its new consultant, engaged effective as of the same date for consulting services to the Company. The warrants shall vest ratably in arrears over six 30-day periods beginning on April 8, 2013, with one-sixth of the warrants vesting on each successive thirtieth day following April 8, 2013, subject to the termination of the consulting agreement prior thereto. | |
On April 15, 2013, the Company issued 90,361 shares of common stock to a third party for consulting services provided, valued at $15,000. | |
On June 28, 2013, the Company issued 200,000 shares of common stock to a third party for consulting services provided, valued at $10,000. | |
On June 28, 2013, the Company issued 100,000 shares of common stock to a third party for consulting services provided, valued at $5,000. | |
On June 28, 2013, the Company issued 125,000 shares of common stock to a board member per the compensation package of said board member, valued at $6,250. |
Stock_Compensation_Expense_and
Stock Compensation Expense and Fair Value Measurement | 12 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Stock Compensation Expense and Fair Value Measurement [Abstract] | |||||||||||||||||||||||||
STOCK COMPENSATION EXPENSE AND FAIR VALUE MEASUREMENT | NOTE 11. STOCK COMPENSATION EXPENSE AND FAIR VALUE MEASUREMENT | ||||||||||||||||||||||||
In July 2012, the Company's Board of Directors adopted the 2012 Stock Option and Incentive Plan (the "2012 Equity Incentive Plan"). The 2012 Equity Incentive Plan provides for the grants of incentive and non-qualified stock options, restricted stock and other equity awards to employees, officers, directors, consultants and advisors of the Company. Provisions such as vesting, repurchase and exercise conditions, and limitations are determined by the Board of Directors on the grant date. There are 20,000,000 shares of the Company’s Common Stock reserved for issuance under its 2012 Equity Incentive Plan. | |||||||||||||||||||||||||
As of June 30, 2013, the Company has reserved 13,450,000 for future issuance upon exercise of outstanding and future grants of common stock options and future issuances of restricted stock awards pursuant to the Company's 2012 Equity Incentive Plan. | |||||||||||||||||||||||||
Effective as of July 12, 2012 the Company issued 4,600,000 stock options under its 2012 Equity Incentive Plan to the Company’s CEO, a consultant and the Chairman of the Board of Directors; 3,600,000 of which have a five-year term and 1,000,000 of which have a ten-year term. All of the options are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.24 per share. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the Merger, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
Effective as of August 15, 2012 the Company issued 400,000 stock options under its 2012 Equity Incentive Plan to certain of the Company’s employees and consultants. All of the options have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.24 per share. Vesting on these awards is a three-year period. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
Effective as of November 21, 2012 the Company issued 500,000 stock options under its 2012 Equity Incentive Plan to the Company’s newly appointed director. All of the options have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.24 per share. Vesting on these awards is a three-year period. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
Effective as of March 28, 2013 the Company issued 500,000 stock options under its 2012 Equity Incentive Plan to the Company’s newly appointed director. All of the options have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.17 per share. Vesting on these awards is a three-year period. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
Effective as of April 8, 2013 the Company issued 500,000 stock options under its 2012 Equity Incentive Plan to the Company’s newly appointed director. All of the options have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.14 per share. Vesting on these awards is a three-year period. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
Effective as of June 28, 2013 the Company issued 50,000 stock options under its 2012 Equity Incentive Plan to two of the Company’s directors pursuant to the Company’s board compensation package, effective as of March 15, 2013. All of the options have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.05 per share. Vesting on these awards is a three-year period. Such options, which will vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case, if the grantee remains employed by the Company or any of its subsidiaries on each annual vesting date. | |||||||||||||||||||||||||
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model. The expected life assumption is based on the estimated forfeiture rate. Expected volatility is based on a blend of the volatility of the Company and similar public entities in the beauty industry. The risk-free interest rate is the yield currently available on U.S. Treasury five-year and seven-year zero-coupon issues approximating the expected term used as the input to the Black-Scholes model. FASB accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods as options vest, if actual forfeitures differ from those estimates. During the year ended June 30, 2013, because substantially all of the Company's stock option grants vest annually, stock-based employee compensation expense includes the actual impact of forfeitures. No stock options are exercisable as of June 30, 2013. The relevant inputs used to determine the value of the stock option grants is as follows: | |||||||||||||||||||||||||
July 12, | August 15, | November 21, | March 28, | April 8, | June 28, | ||||||||||||||||||||
2012 | 2012 | 2012 | 2013 | 2013 | 2013 | ||||||||||||||||||||
Number of options outstanding | 3,600,000 | 1,400,000 | 500,000 | 500,000 | 500,000 | 50,000 | |||||||||||||||||||
Weighted average risk-free rate | 0.83 | % | 0.83 | % | 0.95 | % | 1.005 | % | 1.685 | % | 1.685 | % | |||||||||||||
Expected life in years | 3.5 | 6 | 6 | 6 | 6 | 6 | |||||||||||||||||||
Expected volatility | 70 | % | 70 | % | 60 | % | 55 | % | 55 | % | 55 | % | |||||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
The relative fair value of the Company’s outstanding options issued to non-employees was $659,895 as of June 30, 2013. These options were valued at June 30, 2013 using a Black-Scholes model with Level 2 inputs. Expected volatility was based on the volatility of similar public entities in the beauty industry. | |||||||||||||||||||||||||
The total fair value of the stock options was $0 and $1,371,910 as of June 30, 2012 and June 30, 2013, respectively. As a result, share-based compensation expense totaled $0 and $407,491 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and is recorded in general and administrative expenses. The loss in the fair value of the options was recorded under stock compensation expense and is reflected in general and administrative expenses in the accompanying statement of operations. | |||||||||||||||||||||||||
The following table summarizes stock option activity for the Company during the year ended June 30, 2013: | |||||||||||||||||||||||||
Options | Weighted Average | Weighted Average Contractual Term | Aggregate | ||||||||||||||||||||||
Exercise Price | Intrinsic Value | ||||||||||||||||||||||||
Outstanding June 30, 2012 | - | - | - | - | |||||||||||||||||||||
Granted | 6,550,000 | $ | 0.23 | 7.3 | $ | 0 | |||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Forfeited | - | ||||||||||||||||||||||||
Outstanding June 30, 2013 | 6,550,000 | $ | 0.23 | 7.3 | $ | 1,150,000 | |||||||||||||||||||
Exercisable at year-end | - | $ | 0 | 0 | $ | 0 | |||||||||||||||||||
As of June 30, 2013, the total unrecognized compensation cost related to unvested stock options amounted to $908,803, which will be fully amortized by June 30, 2015. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Income Taxes [Abstract] | |||||||||
INCOME TAXES | NOTE 12. INCOME TAXES | ||||||||
The Company did not incur any income tax expense for the period ended June 30, 2012 and the year ended June 30, 2013. At June 30, 2013, $2,778,488 of federal and state net operating losses were available to the Company to offset future taxable income, which will expire in 2033. Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. | |||||||||
The Company’s effective tax rate differs from the federal statutory rate of 34% primarily due to the impact of state income taxes and the valuation allowance recorded against its deferred tax assets. | |||||||||
2013 | 2012 | ||||||||
Statutory rate | 34 | % | 34 | % | |||||
State income taxes | 5.8 | % | 8.8 | % | |||||
Valuation allowance | (39.8 | )% | (42.8 | )% | |||||
Total | 0 | % | 0 | % | |||||
The principal components of deferred tax assets and (liabilities) are as follows as of June 30, 2013 and June 30, 2012 on a tax effected basis: | |||||||||
2013 | 2012 | ||||||||
Net operating losses carryforward | $ | 2,002,842 | $ | 126,987 | |||||
Start-up costs | 60,005 | 25,541 | |||||||
Property and equipment | 56,270 | - | |||||||
Stock based compensation | 192,786 | - | |||||||
Gross deferred taxes | $ | 2,311,903 | $ | 152,528 | |||||
Valuation allowance | (2,311,903 | ) | (152,528 | ) | |||||
Net deferred taxes | $ | - | $ | - | |||||
The Company follows the provisions of FASB ASC Subtopic 740-10-65-1, Income Taxes. As of June 30, 2012 and June 30, 2013, the Company did not recognize any liability for unrecognized tax benefits. | |||||||||
Section 382 of the Internal Revenue Code can limit the amount of net operating losses, which may be utilized if certain changes to a company’s ownership occur. While the Company underwent a shift in ownership in 2013 as defined by Section 382 of the Internal Revenue Code, the Company has not incurred any limitations on its ability to utilize its net operating losses under Section 382 of the Internal Revenue Code, it may incur limitations in the future if there is a change in ownership. | |||||||||
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at June 30, 2012 or June 30, 2013. The period ended June 30, 2012 and the year ended June 30, 2013 are subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process and as of the date of this report. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2013 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS |
The Company entered into a consulting agreement with Gold Grenade, LLC (“Gold Grenade”), a related entity co-owned by two of the shareholders to receive product development services. As of June 30, 2012 and June 30, 2013, $108,475 and $0, respectively, was due to Gold Grenade. For the period ended June 30, 2012 and the year ended June 30, 2013, the Company incurred approximately $212,014 and $872,700 respectively, in product development fees payable to Gold Grenade. The agreement is to remain in effect unless either party desires to cancel the agreement. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS |
On August 29, 2013, the Company issued senior secured convertible notes (the “August Convertible Notes”) with an original issue discount of 12% and a conversion price of $0.068 per share (the “August Conversion Price”) for gross proceeds of $616,000. The term of the August Convertible Notes include an eighteen-month maturity period, with partial redemption beginning on September 1, 2014. The August Convertible Notes bear an annual interest rate of 8%, which is paid quarterly in the form of cash or equity. Interest is payable in cash or at the Company’s option in shares of common stock, provided certain conditions are met, based on a share value equal to the lesser of (a) 90% of the average of the volume weighted average price (the “VWAP”) for the 20 consecutive trading days prior to the applicable interest payment date and (b) 100% of the average of the VWAP for the 20 consecutive trading days prior to the applicable interest payment date less $0.01. | |
In connection with the financing described above, the Company entered into Amendment and Waiver Agreements (collectively, the “Amendment Agreements”) with the holders (collectively, the “Holders”) of substantially all of the securities issued in connection with the Company’s Bridge Notes, PPO, short-term loans and PPO and Bridge Broker Warrants (collectively, the Transactions”) pursuant to which the Company reduced the exercise prices of all of its outstanding Series A, Series B, Series C, Series D and Series E common stock purchase warrants (collectively, the “Warrants”) as follows: the exercise price per share of the Series A Warrants that had an initial exercise price of $0.25 was reduced to $.01; the exercise price per share of the Series B Warrants that had an initial exercise price of $0.50 was reduced to $.015; the exercise price per share of the Series C Warrants that had an initial exercise price of $1.00 was reduced to $0.03; and the exercise price per share of the Series D and Series E Warrants that had an initial exercise price of $0.25 was reduced to $0.01. | |
In consideration of the exercise price reductions, the Holders of substantially all of the securities agreed to permanently waive all past and future exercise price and share number anti-dilution adjustment provisions that would otherwise be triggered by share issuances by the Company at prices less than the purchase, exercise or conversion price of any securities acquired by the holders in the Transactions or underlying any of such securities. The Amendment Agreements also provided for a waiver of all penalties incurred by the Company under the terms of the PPO registration rights agreement as a result of the Company’s failure to timely file and effect the registration for resale of the private placement securities. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies(Policies) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
Basis of Consolidation | Basis of Consolidation | ||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions are eliminated in consolidation. | |||||
Method of Accounting | Method of Accounting | ||||
The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | |||||
Use of Estimates | Use of Estimates | ||||
In preparing the financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. | |||||
Revenue Recognition | Revenue Recognition | ||||
As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collection is probable. | |||||
The Company offers its customers a variety of sales and incentive programs, including discounts, allowances, coupons, slotting fees, and co-op advertising; such amounts are recorded as a reduction in revenue over the period in which revenue is recognized. The Company reduced revenue in the amount of $0 and $1,335,136 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and such amounts are included in discounts in the accompanying statement of operations. | |||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||
Accounts Receivable | Accounts Receivable | ||||
Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances, which are estimated to be uncollectible at June 30, 2012 and June 30, 2013, respectively. The Company grants credit terms in the normal course of business to its customers. The Company does not require collateral or other security to support credit sales. The allowance for doubtful accounts is determined based on historical experience and ongoing evaluations of the Company’s receivables and evaluations of the risks of payment. The allowance for doubtful accounts is recorded against accounts receivable balances when they are deemed uncollectible. When accounts are deemed significantly past due and uncollectible, the accounts receivable balances are written down for the amount deemed to be uncollectible. Recoveries of accounts receivable previously reserved are recorded in the consolidated statements of operation income when received. At June 30, 2013, the Company’s one customer accounted for approximately 94% of outstanding accounts receivable. The Company did not have any accounts receivable for the period ended June 30, 2012. | |||||
Inventories | Inventories | ||||
Inventories, which consist primarily of finished goods, include items which are considered salable or usable in future periods, and are stated at the lower of cost or market value, with cost being based on standard cost which approximates actual cost on a first-in, first-out basis. Costs include direct materials, direct labor and overhead (e.g., indirect labor, rent and utilities, depreciation, purchasing, receiving, inspection and quality control), in-bound freight costs. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. In the period ended June 30, 2012 and the year ended June 30, 2013, the Company recorded $0 and $0.366 million, respectively, in write-offs. | |||||
Property and Equipment | Property and Equipment | ||||
Property and equipment as of June 30, 2013 consist of costs incurred by the Company in connection with installing display fixtures at certain key customer display rooms and retail stores. The display fixtures are being depreciated on a straight-line basis over two years, which approximates the estimated useful lives of such assets. Display fixtures maintained at customer display rooms and retail stores amounted to $866,968 at June 30, 2013. Depreciation expense amounted to $0 and $197,935 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and is included in depreciation & amortization expense in the accompanying statements of operations. | |||||
Advertising | Advertising | ||||
Advertising costs are expensed as incurred. Total advertising expenses amounted to $0 and $561,765 for the period ended June 30, 2012 and year ended June 30, 2013, respectively, and are included in general and administrative expenses in the accompanying statement of operations. | |||||
Selling Expenses and Commissions | Selling Expenses and Commissions | ||||
Selling expenses are expensed as incurred. Total selling expenses amounted to $0 and $84,338 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and are included in general and administrative expenses in the accompanying statement of operations. | |||||
Selling commissions are expensed as incurred. Total selling commissions amounted to $0 and $236,600 for the period ended June 30, 2012 and the year ended June 30, 2013, respectively, and are included in professional fees in the accompanying statement of operations. | |||||
Deferred Financing Costs | Deferred Financing Costs | ||||
Deferred financing costs represent fees paid in connection with obtaining short-term loans and convertible notes (see Notes 4, 5 and 6). These fees are amortized using a method that approximates the effective interest method over the term of the related financing. | |||||
As of June 30, 2012 and June 30, 2013, deferred financing costs of $191,613 and $365,179, respectively, prior to accumulated amortization of $41,463 and $6,387, are presented on the accompanying balance sheet. Amortization of deferred financing costs of $41,463 and $6,387, as of June 30, 2012 and June 30, 2013, respectively, are included in depreciation and amortization expenses in the accompanying statement of operations. The remaining deferred financing costs will be fully amortized by December 20, 2014. | |||||
Debt Discount | Debt Discount | ||||
The Company records debt discounts in connection with raising funds through the issuance of convertible debt (see Note 5 and 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. | |||||
As of June 30, 2012 and June 30, 2013, convertible debt, net of unamortized debt discounts, was $0 and $281,716, respectively. Amortization of debt discounts of $0 and $1,201,959 is included in interest expense in the accompanying statement of operations for the period ended June 30, 2012 and the year ended June 30, 2013, respectively. The remaining debt discounts will be fully amortized by December 20, 2014. | |||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||
GAAP requires derivative instruments embedded in convertible debt or equity instruments, to be bifurcated and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the debt instruments with characteristics of liability and equity, management determines if the convertible debt host instrument is conventional convertible debt and if there is a beneficial conversion feature. If the instrument is not considered conventional convertible debt, the Company will estimate the fair value of the embedded derivative instruments. The warrant liability is measured at fair value on a recurring basis using level 2 inputs (see Notes 5, 6 and 7). | |||||
Financial Instruments and Concentrations of Business and Credit Risk | Financial Instruments and Concentrations of Business and Credit Risk | ||||
FASB ASC Subtopic 825-10, Financial Instruments, requires disclosure of fair value information about financial instruments. The Company’s financial instruments include cash and cash equivalents, convertible debt, a factoring line of credit, short-term loans, accounts payable and other current assets and liabilities. The fair value of these instruments approximates their carrying value due to their relatively short maturities. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Customer concentration also subjects the Company to concentrations of credit risk. The Company maintains cash balances that at times exceed amounts insured by the Federal Deposit Insurance Corporation. Two customers accounted for approximately 44% and 24% of the Company’s net revenues for the twelve months ended June 30, 2013. Accounts receivable for one customer represented 94% of the Company’s accounts receivable as of June 30, 2013. The Company did not have any revenue during the period ended June 30, 2012. Three suppliers represented 23%, 21% and 12% of the Company’s inventory purchases as of June 30, 2013. The Company did not have any inventory as of June 30, 2012. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. | |||||
License Acquisition Costs | License Acquisition Costs | ||||
License acquisition costs represent legal fees paid in connection with obtaining the Company’s licensing agreements (see Note 3). These fees are amortized using straight-line method over the term of each licensing agreement. | |||||
As of June 30, 2012 and June 30, 2013, license acquisition costs, net of amortization, were $11,782 and $24,504, respectively on the accompanying balance sheet. Amortization of license acquisition costs of $380 and $2,662 are included in depreciation and amortization expense in the accompanying statement of operations for the period ended June 30, 2012 and the year ended June 30, 2013, respectively. Estimated future license acquisition cost amortization expense is as follows: | |||||
Twelve months periods ending June 30, | |||||
2014 | $ | 6,381 | |||
2015 | 7,793 | ||||
2016 | 7,793 | ||||
2017 | 2,537 | ||||
$ | 24,504 | ||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||||
The Company is subject to the provisions of FASB ASC Topic 360, Property, Plant and Equipment – Impairment or Disposal of Long Lived Assets, which requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. In such cases, the carrying value of these assets are adjusted to their estimated fair value and assets held for sale are adjusted to their estimated fair value less selling expenses. No impairment losses of long-lived assets or intangible assets were recognized for the period ended June 30, 2012 and the year ended June 30, 2013. | |||||
Income Taxes | Income Taxes | ||||
The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance against its deferred tax assets when circumstances indicate that it is no longer more likely than not that such assets will be realized. | |||||
Net Loss per Share | Net Loss per Share | ||||
Basic net income / (loss) per share is computed by dividing net income / (loss) by the weighted average number of common shares outstanding for the period. The Company’s potential dilutive shares, which include common stock options, common stock warrants and convertible debt have not been included in the computation of diluted net loss per share for all periods where there was a net loss as the result would be antidilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. Such potential common shares consist of the following: | |||||
As of June 30, | |||||
2013 | |||||
Warrants | 60,751,751 | ||||
Stock options | 6,550,000 | ||||
Convertible Debt | 24,705,882 | ||||
Total Shares | 92,007,633 | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
Summary of future license acquisition cost amortization expense | |||||
Twelve months periods ending June 30, | |||||
2014 | $ | 6,381 | |||
2015 | 7,793 | ||||
2016 | 7,793 | ||||
2017 | 2,537 | ||||
$ | 24,504 | ||||
Summary of consists of potential common shares | As of June 30, | ||||
2013 | |||||
Warrants | 60,751,751 | ||||
Stock options | 6,550,000 | ||||
Convertible Debt | 24,705,882 | ||||
Total Shares | 92,007,633 | ||||
December_March_and_April_Conve1
December, March and April Convertible Debt Offering (Tables) (December, March and April Convertible Note [Member]) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
December, March and April Convertible Note [Member] | |||||
Schedule of convertible debt discount | |||||
Convertible Note Face Value | $ | 3,380,000 | |||
Debt Discount | |||||
Convertible Note Warrant Derivative | 908,649 | ||||
Conversion Feature Derivative | 713,768 | ||||
Original Issue Discount | 6,260 | ||||
Total Debt Discount | $ | 1,628,677 | |||
Amortization of Debt Discount, as of June 30, 2013 | (1,628,677 | ) | |||
Debt Discount, Net | $ | 0 | |||
Convertible Note Carrying Value at June 30, 2013, gross | $ | 3,380,000 | |||
Conversion of Convertible Note into Equity | $ | 3,380,000 | |||
Convertible Note Carrying Value at June 30, 2013 | $ | 0 | |||
April Convertible Note Face Value | $ | 250,000 | |||
Debt Discount | |||||
Convertible Note Warrant Derivative | 35,434 | ||||
Conversion Feature Derivative | 4,417 | ||||
Total Debt Discount | $ | 39,851 | |||
Amortization of Debt Discount, as of June 30, 2013 | (39,851 | ) | |||
Debt Discount, Net | $ | 0 | |||
Convertible Note Carrying Value at June 30, 2013, gross | $ | 250,000 | |||
Conversion of Convertible Note into Equity | $ | 250,000 | |||
Convertible Note Carrying Value at June 30, 2013 | $ | 0 | |||
Schedule of deferred financing cost | |||||
Placement agent and other fees associated with Convertible Note offering | $ | 503,457 | |||
Convertible Note Broker Warrants | 194,381 | ||||
Third Party Share Grant | 1,537,940 | ||||
Total Deferred Financing Costs | $ | 2,235,777 | |||
Amortization of Deferred Financing Costs, as of June 30, 2013 | (2,235,777 | ) | |||
Deferred Financing Costs, Net, as of June 30, 2013 | $ | 0 | |||
June_Convertible_Debt_Offering1
June Convertible Debt Offering (Tables) (June Convertible Debt Offering [Member]) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
June Convertible Debt Offering [Member] | |||||
Schedule of convertible debt discount | June Convertible Note Face Value | $ | 1,680,000 | ||
Debt Discount | |||||
June Convertible Note Warrant Derivative | 752,126 | ||||
Conversion Feature Derivative | 491,051 | ||||
Original Issue Discount | 180,000 | ||||
Total Debt Discount | $ | 1,423,177 | |||
Amortization of Debt Discount, as of June 30, 2013 | (24,893 | ) | |||
Debt Discount, Net | $ | 1,398,284 | |||
June Convertible Note Carrying Value at June 30, 2013 | $ | 281,716 | |||
Schedule of deferred financing cost | Placement agent and other fees associated with June Convertible Note offering | $ | 304,293 | ||
June Convertible Note Broker Warrants | 60,886 | ||||
Total Deferred Financing Costs | $ | 365,179 | |||
Amortization of Deferred Financing Costs, as of June 30, 2013 | 6,387 | ||||
Deferred Financing Costs, Net, as of June 30, 2013 | $ | 358,792 | |||
Derivative_Liability_Tables
Derivative Liability (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Derivative Liability [Abstract] | ||||||||||
Summary of roll forward of fair value of warrant liability | ||||||||||
30-Jun-13 | 30-Jun-12 | |||||||||
Beginning Balance | $ | 0 | $ | 0 | ||||||
Issuance of Warrants and Conversion Feature | $ | 7,252,283 | 0 | |||||||
Repurchase / Exercise / Cancellation of Warrants and Conversion Feature | (179,884 | ) | 0 | |||||||
Change in fair value | (5,411,959 | ) | 0 | |||||||
Ending Balance | $ | 1,660,440 | $ | 0 | ||||||
summary of warrant activity | ||||||||||
Number of | Weighted | Weighted Average | ||||||||
shares | Average | Contractual Term | ||||||||
underlying | Exercise | |||||||||
warrants | Price | |||||||||
Outstanding June 30, 2012 | ||||||||||
Granted | 77,555,566 | $ | 0.33 | 5.8 years | ||||||
Exercised | -16,224,000 | $ | 0.01 | 5.0 years | ||||||
Forfeited / Repurchased | -579,815 | $ | 0.37 | 5.0 years | ||||||
Outstanding June 30, 2013 | 60,751,751 | $ | 0.06 | 6.9 years | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
Schedule Of Operating Leases | |||||||||||||||||||||
Total | Less than 1 year | 1 – 3 years | 3 - 5 years | More than 5 years | |||||||||||||||||
License agreement obligations | $ | 7,427,125 | $ | 33,333 | $ | 2,851,667 | $ | 4,542,125 | $ | 0 | |||||||||||
Operating lease obligation | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Total | $ | 7,427,125 | $ | 33,333 | $ | 2,851,667 | $ | 4,542,125 | $ | 0 |
Stock_Compensation_Expense_and1
Stock Compensation Expense and Fair Value Measurement (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||||||
Stock Compensation Expense and Fair Value Measurement [Abstract] | |||||||||||||||||||||||||
Summary of relevant inputs used to determine the value of the stock option grants | |||||||||||||||||||||||||
12-Jul-12 | 15-Aug-12 | 21-Nov-12 | 28-Mar-13 | 8-Apr-13 | 28-Jun-13 | ||||||||||||||||||||
Number of options outstanding | 3,600,000 | 1,400,000 | 500,000 | 500,000 | 500,000 | 50,000 | |||||||||||||||||||
Weighted average risk-free rate | 0.83 | % | 0.83 | % | 0.95 | % | 1.005 | % | 1.685 | % | 1.685 | % | |||||||||||||
Expected life in years | 3.5 | 6 | 6 | 6 | 6 | 6 | |||||||||||||||||||
Expected volatility | 70 | % | 70 | % | 60 | % | 55 | % | 55 | % | 55 | % | |||||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
Summary of stock option activities | Options | Weighted Average | Weighted Average Contractual Term | Aggregate | |||||||||||||||||||||
Exercise Price | Intrinsic Value | ||||||||||||||||||||||||
Outstanding June 30, 2012 | - | - | - | - | |||||||||||||||||||||
Granted | 6,550,000 | $ | 0.23 | 7.3 | $ | 0 | |||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Forfeited | - | ||||||||||||||||||||||||
Outstanding June 30, 2013 | 6,550,000 | $ | 0.23 | 7.3 | $ | 1,150,000 | |||||||||||||||||||
Exercisable at year-end | - | $ | 0 | 0 | $ | 0 | |||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Income Taxes [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation | |||||||||
2013 | 2012 | ||||||||
Statutory rate | 34 | % | 34 | % | |||||
State income taxes | 5.8 | % | 8.8 | % | |||||
Valuation allowance | (39.8 | )% | (42.8 | )% | |||||
Total | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and (liabilities) | 2013 | 2012 | |||||||
Net operating losses carryforward | $ | 2,002,842 | $ | 126,987 | |||||
Start-up costs | 60,005 | 25,541 | |||||||
Property and equipment | 56,270 | - | |||||||
Stock based compensation | 192,786 | - | |||||||
Gross deferred taxes | $ | 2,311,903 | $ | 152,528 | |||||
Valuation allowance | (2,311,903 | ) | (152,528 | ) | |||||
Net deferred taxes | $ | - | $ | - | |||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Licensing Agreements, USD $) | Jun. 30, 2013 |
Licensing Agreements | |
Estimated future license acquisition cost amortization expense | |
2014 | $6,381 |
2015 | 7,793 |
2016 | 7,793 |
2017 | 2,537 |
Estimated future license acquisition cost amortization expense | $24,504 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Jun. 30, 2013 | |
Summary of consists of potential common shares | |
Total Shares | 92,007,633 |
Warrant [Member] | |
Summary of consists of potential common shares | |
Total Shares | 60,751,751 |
Stock options [Member] | |
Summary of consists of potential common shares | |
Total Shares | 6,550,000 |
Convertible Debt [Member] | |
Summary of consists of potential common shares | |
Total Shares | 24,705,882 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 2 Months Ended | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
customers | |||
Summary of Significant Accounting Policies (Textual) | |||
Sales discount expenses | $1,335,136 | $0 | |
Estimated useful lives of assets | Two years | ||
Property, plant and equipment, gross | 866,968 | ||
Depreciation expense | 197,935 | ||
Advertising expenses | 561,765 | 0 | |
Selling expense | 84,338 | 0 | |
Selling commission expenses | 236,600 | 0 | |
Deferred financing costs, net | 328,893 | ||
Amortization of deferred financing costs | 41,463 | 1,513,200 | |
Convertible debt, net of debt discount | 258,240 | ||
Inventory write-offs | 366,000 | 0 | |
Amortization of debt discount | 1,201,959 | ||
Number of customer | 1 | ||
Net revenues percentage by two customer | 24.00% | 44.00% | |
Accounts receivable percentage by one customer | 94.00% | ||
License acquisition costs | 11,782 | 24,504 | 11,782 |
Amortization of license acquisition costs | $380 | $2,662 | |
Customer Concentration Risk [Member] | Suppliersr One member [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 23.00% | ||
Customer Concentration Risk [Member] | Suppliersr Two member [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 21.00% | ||
Customer Concentration Risk [Member] | Suppliersr Three member [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 12.00% | ||
Customer Concentration Risk [Member] | Net revenues [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 44.00% | ||
Customer Concentration Risk [Member] | Net revenues [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 24.00% | ||
Customer Concentration Risk [Member] | Accounts receivable [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 94.00% |
Prepaid_Royalty_Details
Prepaid Royalty (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Prepaid Royalty [Line Items] | ||
Current portion of prepaid royalty | $378,960 | $640,351 |
Warrants granted to purchase common stock | 10,000,000 | |
Non-refundable advance payment | 1,000,000 | |
Royalty Agreements Two Period One [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 100,000 | |
Royalty Agreements Two Period Two [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 225,000 | |
Royalty Agreements Two Period Three [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 275,000 | |
Royalty Agreements Three [Member] | ||
Prepaid Royalty [Line Items] | ||
Licensing agreement expiration date | 16-Apr-16 | |
Guaranteed royalty payment under agreements | 100,000 | |
Current portion of prepaid royalty | 10,000 | |
Royalty Agreements Three Period One [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 33,333 | |
Royalty Agreements Three Period Two [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 33,333 | |
Royalty Agreements Three Period Three [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 33,334 | |
Royalty Agreement One [Member] | ||
Prepaid Royalty [Line Items] | ||
Licensing agreement expiration date | 30-Dec-16 | |
Royalty Agreement One [Member] | Minimum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 4,686,125 | |
Royalty Agreement One [Member] | Maximum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 5,206,900 | |
Royalty Agreements One Contract Period One [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 1,000,000 | |
Royalty Agreements Two [Member] | ||
Prepaid Royalty [Line Items] | ||
Licensing agreement expiration date | 29-Feb-16 | |
Guaranteed royalty payment under agreements | 600,000 | |
Current portion of prepaid royalty | 100,000 | |
Royalty Agreements One Contract Period Two [Member] | Minimum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 925,000 | |
Royalty Agreements One Contract Period Two [Member] | Maximum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 1,000,000 | |
Royalty Agreements One Contract Period Three [Member] | Minimum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 1,188,625 | |
Royalty Agreements One Contract Period Three [Member] | Maximum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 1,285,000 | |
Royalty Agreements One Contract Period Four [Member] | Minimum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | 1,572,500 | |
Royalty Agreements One Contract Period Four [Member] | Maximum [Member] | ||
Prepaid Royalty [Line Items] | ||
Guaranteed royalty payment under agreements | $1,700,000 |
Short_Term_Loans_and_Factoring1
Short Term Loans and Factoring Agreement (Details Textual) (USD $) | 0 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
Nov. 21, 2012 | Jul. 12, 2012 | Jun. 01, 2012 | 16-May-12 | 17-May-12 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 25, 2012 | Sep. 25, 2012 | Sep. 07, 2012 | Jun. 30, 2012 | Jun. 01, 2012 | 17-May-12 | Dec. 07, 2012 | Nov. 09, 2012 | Oct. 04, 2012 | |
Secured Bridge Loan Promissory Notes [Member] | Secured Bridge Loan Promissory Notes [Member] | Secured Bridge Loan Promissory Notes [Member] | Secured Bridge Loan Promissory Notes [Member] | Secured Bridge Loan Promissory Notes [Member] | Secured Bridge Loan Promissory Notes [Member] | Short Term Note [Member] | Short Term Note [Member] | Solops LLC [Member] | |||||||||
Short Term Loans and Factoring Agreement (Textual) | |||||||||||||||||
Proceeds from short term loans | $425,005 | $1,440,000 | $60,025 | $1,733,417 | $1,335,000 | $300,000 | $150,000 | $150,000 | $425,005 | $1,500,025 | $100,000 | $60,000 | |||||
Secured bridge loan promissory notes, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Promissory notes, maturity date | 30-Nov-12 | 15-Nov-12 | 16-Nov-12 | 25-Dec-12 | 7-Dec-12 | ||||||||||||
Factoring line of credit, principal amount | 1,125,000 | ||||||||||||||||
Notes outstanding and presented under short-term loans | 1,925,030 | ||||||||||||||||
Factoring line of credit, purchase price of receivable | 875,000 | ||||||||||||||||
Factoring line of credit, amount collected by factor | 1,065,000 | ||||||||||||||||
Term of agreement | 1 year | ||||||||||||||||
Percentage of borrowing under factoring line of credit | 80.00% | ||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||
Accrued interest and commissions | 154,887 | 0 | |||||||||||||||
Cost net of accumulated amortization | 191,613 | ||||||||||||||||
Amortization of deferred financing costs | $41,463 |
December_March_and_April_Conve2
December, March and April Convertible Debt Offering (Details) (USD $) | 2 Months Ended | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2011 | |
Schedule of convertible debt discount | |||
Convertible Note Face Value | |||
Debt Discount | |||
Amortization of Debt Discount, as of June 30, 2013 | 1,201,959 | ||
Convertible Note Carrying Value, at June 30, 2013, gross | 23,476 | ||
April Convertible Note [Member] | |||
Schedule of convertible debt discount | |||
Convertible Note Face Value | 250,000 | ||
Debt Discount | |||
Convertible Note Warrant Derivative | 35,434 | ||
Conversion Feature Derivative | 4,417 | ||
Total Debt Discount | 39,851 | ||
Amortization of Debt Discount, as of June 30, 2013 | -39,851 | ||
Debt Discount, Net | 0 | ||
Convertible Note Carrying Value, at June 30, 2013, gross | 250,000 | ||
Conversion of Convertible Note into Equity | 250,000 | ||
Convertible Note Carrying Value at June 30, 2013 | 0 | ||
December, March and April Convertible Note [Member] | |||
Schedule of convertible debt discount | |||
Convertible Note Face Value | 3,380,000 | ||
Debt Discount | |||
Convertible Note Warrant Derivative | 908,649 | ||
Conversion Feature Derivative | 713,768 | ||
Original Issue Discount | 6,260 | ||
Total Debt Discount | 1,628,677 | ||
Amortization of Debt Discount, as of June 30, 2013 | -1,628,677 | ||
Debt Discount, Net | 0 | ||
Convertible Note Carrying Value, at June 30, 2013, gross | 3,380,000 | ||
Conversion of Convertible Note into Equity | 3,380,000 | ||
Convertible Note Carrying Value at June 30, 2013 | $0 |
December_March_and_April_Conve3
December, March and April Convertible Debt Offering (Details 1) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Apr. 08, 2012 |
December, March and April Convertible Note [Member] | April Convertible Note [Member] | April Convertible Note [Member] | |||
Schedule of deferred financing cost | |||||
Placement agent and other fees associated with Convertible Note offering | $503,457 | $28,855 | |||
Convertible Note Broker Warrants | 194,381 | 9,253 | |||
Third Party Share Grant | 1,537,940 | ||||
Total Deferred Financing Costs | 2,235,777 | 38,108 | 1,000,000 | ||
Amortization of Deferred Financing Costs, as of June 30, 2013 | -2,235,777 | 38,108 | |||
Deferred Financing Costs, Net, as of June 30, 2013 | $29,899 | $150,150 | $0 | $0 |
December_March_and_April_Conve4
December, March and April Convertible Debt Offering (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Mar. 28, 2013 | Dec. 21, 2012 | Jun. 30, 2012 | Apr. 08, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 20, 2013 | Apr. 08, 2012 | Jun. 30, 2013 | |
Aegis Capital Corporation [Member] | Third Party [Member] | Convertible Note Broker Warrants [Member] | December, March and April Convertible Note [Member] | April Convertible Note [Member] | April Convertible Note [Member] | April Convertible Note [Member] | ||||||
Aegis Capital Corporation [Member] | ||||||||||||
Convertible Debt (Textual) [Abstract] | ||||||||||||
Percentage of non accountable reimbursement amount paid as commission | 10.00% | 1.50% | ||||||||||
Deferred financing costs | $406,900 | $1,537,940 | $2,235,777 | $1,000,000 | $38,108 | |||||||
Period for cashless exercise warrants | 5 years | 5 years | 5 years | 5 years | ||||||||
Warrants ,exercise price | 0.25 | 0.5 | 0.25 | |||||||||
Number of common stock purchase due to issuance of warrants | 2,504,000 | 500,000 | 200,000 | |||||||||
Term of Convertible Notes | The term of the Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The term of the April Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The Convertible Notes and April Convertible Notes were converted at a per share price of $0.07, as the Company's stock price was less than $0.30 on the Reset Date, for 50,575,333 shares. The Convertible Note Warrants and April Convertible Note Warrants were converted into 11,830,000 shares of the Company's common stock. | |||||||||
Convertible notes annual interest rate | 12.00% | 12.00% | ||||||||||
Value of convertable note | 194,000 | 57,000 | ||||||||||
Convertible notes per unit issued price | 200,000 | 200,000 | ||||||||||
Gross from secured notes payable | 1,130,000 | 2,000,000 | 250,000 | |||||||||
Percentage of original issue discount | 0.20% | 0.20% | 0.25% | 10.00% | ||||||||
Convertible notes, conversion price per share | $0.25 | |||||||||||
Convertible Notes Conversion Price , description. | The Conversion Price Reset will be available on the earlier of: (i) the date of maturity of the 12% Notes or (ii) the completion of a subsequent financing by the Company of at least $5,000,000, (the "Reset Date"), if the closing price of the Company's stock is less than $0.30 on the Reset Date. The conversion price after the reset will be equal to 70% of the 5-day VWAP immediately preceding the Reset Date. | |||||||||||
Convertible Note Warrants | 12,520,000 | 50,575,333 | ||||||||||
Number of Convertible note warrants exercisable at $0.50 | 6,260,000 | 500,000 | ||||||||||
Number of Convertible note warrants exercisable at $0.25 | 6,260,000 | 500,000 | ||||||||||
Per share price of 6,260,000 exercisable warrants | $0.50 | $0.50 | ||||||||||
Per share price of another 6,260,000 exercisable warrants | $0.25 | $0.25 | ||||||||||
Fair value of the Convertible Note Warrants and Debt Conversion Feature | 274,957 | 1,353,720 | 39,851 | 39,851 | ||||||||
Warrants converted in to number of common stock | 2,253,600 | 11,830,000 | 180,000 | |||||||||
Additional fees for legal and escrow agent | 96,556 | |||||||||||
Number of free Trading shares sold by non-affiliated. third party shareholders | 6,260,000 | |||||||||||
Number Of Common Stock Purchase Due To Issuance Of Warrants | 2,504,000 | 500,000 | 200,000 | |||||||||
Non accountable reimbursement expense | $28,750 |
June_Convertible_Debt_Offering2
June Convertible Debt Offering (Details) (USD $) | 2 Months Ended | 12 Months Ended | 12 Months Ended | ||
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2011 | Jun. 30, 2013 | Jun. 20, 2013 | |
June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | ||||
Schedule of convertible debt discount | |||||
Convertible Note Face Value | $23,476 | $1,680,000 | $1,680,000,000 | ||
Debt Discount | |||||
Convertible Note Warrant Derivative | 752,126 | ||||
Conversion Feature Derivative | 491,051 | ||||
Original Issue Discount | 180,000 | ||||
Total Debt Discount | 1,423,177 | ||||
Amortization of Debt Discount, as of June 30, 2013 | 1,201,959 | -24,893 | |||
Debt Discount, Net | 1,398,284 | ||||
Convertible Note Carrying Value at June 30, 2013 | $281,716 |
June_Convertible_Debt_Offering3
June Convertible Debt Offering (Details 1) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Schedule of deferred financing cost | ||
Deferred Financing Costs, Net, as of June 30, 2013 | $29,899 | $150,150 |
June Convertible Debt Offering [Member] | ||
Schedule of deferred financing cost | ||
Placement agent and other fees associated with Convertible Note offering | 304,293 | |
Convertible Note Broker Warrants | 60,886 | |
Total Deferred Financing Costs | 365,179 | |
Amortization of Deferred Financing Costs, as of June 30, 2013 | 6,387 | |
Deferred Financing Costs, Net, as of June 30, 2013 | $358,792 |
June_Convertible_Debt_Offering4
June Convertible Debt Offering (Details Textuals) (USD $) | 0 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 28, 2013 | Dec. 21, 2012 | Jun. 30, 2012 | Apr. 08, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2011 | Jun. 20, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June 1, 2014 [Member] | July 1, 2014 [Member] | August 1, 2014 [Member] | September 1, 2014 [Member] | October 1, 2014 [Member] | November 1, 2014 [Member] | December 1, 2014 [Member] | Gottbetter Capital Markets (GCM) [Member] | Gottbetter Capital Markets (GCM) [Member] | Convertible Note Broker Warrants [Member] | ||||||||
June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | June Convertible Debt Offering [Member] | ||||||||||||
Senior secured convertible notes issued | $1,500,000 | |||||||||||||||||||
Percentage of original issue discount | 0.20% | 0.20% | 0.25% | 12.00% | 12.00% | |||||||||||||||
Convertible notes, conversion price per share | $0.25 | $0.07 | ||||||||||||||||||
Convertible Note Face Value | 23,476 | 1,680,000,000 | 1,680,000 | |||||||||||||||||
Term of Convertible Notes | The term of the Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The term of the April Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The term of the June Convertible Notes includes an eighteen-month maturity period, with partial redemptions beginning on June 1, 2014. | |||||||||||||||||
Debt Instrument, Interest Rate Terms | The June Convertible Notes bear an annual interest rate of 8%, which is paid quarterly in the form of cash or equity beginning November 2013. Interest is payable in cash or at the Company's option in shares of common stock, provided certain conditions are met, based on a share value equal to the lesser of (a) 90% of the average of the volume weighted average price (the "VWAP") for the 20 consecutive trading days prior to the applicable interest payment date and (b) 100% of the average of the VWAP for the 20 consecutive trading days prior to the applicable interest payment date less $0.01. Upon any Event of Default (as defined in the June Convertible Note), the outstanding principal amount of the June Convertible Note, plus liquidated damages, interest, a premium of 30% and other amounts owing in respect thereof through the date of acceleration, shall become, at the June Convertible Note holders' election, immediately due and payable in cash. Commencing five days after the occurrence of any Event of Default, the interest rate on the June Convertible Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The June Conversion Price is subject to "full ratchet" and other customary anti-dilution protections. | |||||||||||||||||||
Convertible notes annual interest rate | 12.00% | 12.00% | 8.00% | |||||||||||||||||
Convertible Note Warrants | 12,520,000 | 24,705,882 | ||||||||||||||||||
Per share price of exercisable warrants | $0.50 | $0.08 | ||||||||||||||||||
Period for cashless exercise warrants | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||
Convertible note redemption description | In lieu of a cash redemption and subject to the Company meeting certain equity conditions described in the June Convertible Note, the Company may elect to pay the Periodic Redemption Amount in shares based on a conversion price equal to the lesser of (a) $0.068 per share, subject to adjustments upon certain events, and (b) 90% of the average of the VWAP for the 20 consecutive trading days prior to the applicable redemption date. | |||||||||||||||||||
Convertible note redemption amount | 140,000 | 140,000 | 140,000 | 140,000 | 140,000 | 140,000 | 840,000 | |||||||||||||
Fair value of the Convertible Note Warrants and Debt Conversion Feature | 274,957 | 1,353,720 | 1,243,177 | |||||||||||||||||
Percentage of funds raised in convertible notes offering paid as commission | 7.20% | |||||||||||||||||||
Funds raised in convertible notes offering paid as commission | 1,400,000 | |||||||||||||||||||
Deferred financing costs | 365,179 | 100,000 | ||||||||||||||||||
Number of common stock purchase due to issuance of warrants | 2,000,000 | 2,000,000 | ||||||||||||||||||
Broker Warrants Period | 5 years | |||||||||||||||||||
Common Stock Exercise Price | $0.08 | |||||||||||||||||||
Legal Fees | 117,446 | |||||||||||||||||||
Professional fees | $165,916 | $2,114,818 | $85,207 |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | 16-May-12 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | |||||
Summary of roll forward of fair value of warrant liability | |||||||||||
Beginning Balance | $0 | $0 | |||||||||
Issuance of Warrants and Conversion Feature | 984,188 | -18,116 | 1,090,834 | -3,788,687 | 3,788,687 | 210,349 | 1,067,196 | 297,716 | 888,596 | 7,252,283 | 0 |
Repurchase / Exercise / Cancellation of Warrants and Conversion Feature | 179,884 | 0 | |||||||||
Change in fair value | -5,411,959 | 0 | |||||||||
Ending Balance | $1,660,440 | $1,660,440 | $1,660,440 | $0 |
Derivative_Liability_Details_2
Derivative Liability (Details 2) (Warrant [Member], USD $) | 12 Months Ended |
Jun. 30, 2013 | |
Warrant [Member] | |
Number of Options/Warrants, Outstanding | |
Granted | 77,555,566 |
Exercised | -16,224,000 |
Forfeited/Repurchased | -579,815 |
Number of Options/Warrants, Outstanding | 60,751,751 |
Weighted Average Exercise Price, Outstanding | |
Weighted Average Exercise Price, Granted | $0.33 |
Weighted Average Exercise Price, Exercised | $0.01 |
Weighted Average Exercise Price, Forfeited/Repurchased | $0.37 |
Weighted Average Exercise Price, Outstanding | $0.06 |
Weighted Average Contractual Term, Granted | 5 years 9 months 18 days |
Weighted average contractual term, Exercised | 5 years |
Weighted Average Contractual Term, Forfeited/Repurchased | 5 years |
Weighted Average Contractual Term, Outstanding | 6 years 10 months 24 days |
Derivative_Liability_Details_T
Derivative Liability (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Mar. 28, 2013 | Jul. 12, 2012 | Apr. 08, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | 16-May-12 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Dec. 21, 2012 | Jun. 30, 2013 | Jun. 20, 2013 | Apr. 08, 2013 | Mar. 28, 2013 | Dec. 21, 2012 | Jun. 30, 2013 | 8-May-13 | Feb. 08, 2013 | Dec. 06, 2012 | Dec. 10, 2012 | Dec. 12, 2012 | Sep. 10, 2012 | Jul. 12, 2012 | Aug. 24, 2012 | Jul. 31, 2012 | Jul. 20, 2012 | Jun. 30, 2013 | Apr. 08, 2013 | Mar. 28, 2013 | Dec. 21, 2012 | Apr. 08, 2012 | Mar. 28, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Apr. 08, 2013 | Mar. 28, 2013 | Dec. 21, 2012 | Jun. 30, 2012 | Mar. 28, 2013 | Jun. 30, 2013 | Jun. 20, 2013 | Jun. 30, 2013 | Apr. 08, 2012 | Mar. 28, 2013 | Sep. 24, 2012 | Sep. 07, 2012 | Jun. 30, 2013 | Jul. 20, 2012 | Jul. 31, 2012 | Aug. 24, 2012 | Sep. 10, 2012 | Dec. 06, 2012 | Dec. 10, 2012 | Dec. 12, 2012 | Feb. 08, 2013 | |
Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Licensors Warrants [Member] | Licensors Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Broker Warrants [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Warrants[ [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | April Convertible Note [Member] | April Convertible Note [Member] | April Convertible Note [Member] | Short-term Note [Member] | Short-term Note [Member] | Short-term Note [Member] | Initial Closing [Member] | Second Closing [Member] | Third Closing [Member] | Fourth Closing [Member] | Fifth Closing [Member] | Sixth Closing [Member] | Seventh Closing [Member] | Eighth Closing [Member] | Ninth Closing [Member] | ||||||||||
Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Notes | Notes | Convertible Debt [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | Private Placement Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock reserved for future issuance | 60,751,751 | 60,751,751 | 24,705,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock repurchase | 499,840 | 499,840 | 999,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants cancelled | 499,840 | 79,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares repurchased and warrants cancelled during period, value | $125,000 | $125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of bridge loan converted in to Private Placement Offering | 1,925,030 | 1,925,030 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of bridge warrants received by bridge holder | 7,700,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of bridge note warrants exercisable at $0.25 per share | 3,850,060 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of bridge note warrants exercisable at $0.50 per share | 3,850,060 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share price of 3,850,060 Bridge Warrants | $0.25 | $0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share price of another 3,850,060 Bridge Warrants | $0.50 | $0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, exercise price | 0.082 | 0.24 | 0.12 | 0.25 | 0.5 | 0.25 | 0.25 | 0.03 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock purchase due to issuance of warrants | 10,000,000 | 200,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale price of unit | $0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of PPO units due to conversion of Bridge notes | 7,700,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Investor warrants due to conversion of Bridge Notes | 7,700,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from private offering | 125,000 | 31,000 | 409,980 | 125,000 | 20,000 | 150,000 | 50,000 | 25,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of PPO units sold | 500,000 | 124,000 | 1,639,920 | 500,000 | 80,000 | 600,000 | 200,000 | 100,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of private placement offering | If at any time during the two year period following the closing date the Company issues additional shares of Common Stock for a consideration per share less than $0.25 (the "Reduced Price"), then the Company will issue to the purchasers in the Offering, concurrently with such issue and without any additional consideration from the purchasers, the number of additional shares of the Company's common stock and Investor Warrants equal to the difference between (A) the purchase price of the PPO Units being subscribed for divided by the Reduced Price and (B) the number of shares of the Company's common stock included in the units being subscribed for in the Offering. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock consisting due to PPO | 124,000 | 1,639,920 | 500,000 | 80,000 | 600,000 | 200,000 | 100,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of investor warrants consisting due to PPO | 150,000 | 1,200,000 | 124,000 | 1,639,920 | 500,000 | 80,000 | 600,000 | 200,000 | 100,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of investor warrants | $0.13 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued during period | 752,126 | 2,500,000 | 16,000 | 72,000 | 72,000 | 72,000 | 187,514 | 656,010 | 187,514 | 187,514 | 187,514 | 35,434 | 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of notes | 1 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of broker warrants | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.01 | $0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of note | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of the warrants | 984,188 | -18,116 | 1,090,834 | -3,788,687 | 3,788,687 | 210,349 | 1,067,196 | 297,716 | 888,596 | 7,252,283 | 0 | 663,528 | 491,051 | 4,361 | 50,240 | 663,528 | 222,457 | 686,192 | 9,253 | 57,143 | 57,143 | 60,886 | 9,482 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Warrants | 12,520,000 | 2,433,600 | 4,520,000 | 13,520,000 | 1,000,000 | 13,520,000 | 200,000 | 904,000 | 137,238 | 2,000,000 | 2,704,000 | 11,830,000 | 50,575,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Warrants exercisable at $0.50 | 2,260,000 | 500,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Warrants exercisable at $0.25 | 2,260,000 | 500,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price of 4,000,000 Convertible Note Warrants | $0.25 | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note warrants issued | 8,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price of another 4,000,000 Convertible Note Warrants | $0.01 | $0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 55.00% | 70.00% | 55.00% | 55.00% | 55.00% | 60.00% | 60.00% | 55.00% | 55.00% | 55.00% | 60.00% | 55.00% | 55.00% | 60.00% | 55.00% | 55.00% | 60.00% | 55.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 1.69% | 0.83% | 1.69% | 1.69% | 1.01% | 0.95% | 0.95% | 1.69% | 1.69% | 1.01% | 0.95% | 1.01% | 1.69% | 0.95% | 1.69% | 1.01% | 0.95% | 1.69% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | 5 years | 18 months | 24 days | 10 years | 10 years | 5 years | 5 years | 5 years | 5 years | 18 months | 8 months | 8 months | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 1,660,440 | 1,660,440 | 1,660,440 | 1,660,440 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability gain | $5,411,959 | $5,411,959 | $0 |
Loss_From_Extinguishment_Of_De1
Loss From Extinguishment Of Debt (Details) (USD $) | 2 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Jun. 30, 2012 | Jun. 30, 2013 | Mar. 28, 2013 | Dec. 21, 2012 | Apr. 08, 2012 | Jun. 30, 2013 | Jun. 20, 2013 | Apr. 08, 2013 | Mar. 28, 2013 | Dec. 21, 2012 | Jun. 30, 2012 | Mar. 28, 2013 | Jun. 30, 2013 | Jun. 20, 2013 | Jun. 20, 2013 | |
Convertible Note Warrants [Member] | Convertible Note Warrants [Member] | Convertible Note Warrants [Member] | Convertible Note Warrants [Member] | Convertible Note Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | Convertible Note Broker Warrants [Member] | April Convertible Note [Member] | |||
Loss From Extinguishment Of Debt (Textual) | |||||||||||||||
Convertible Notes Payable | $3,540,273 | ||||||||||||||
Convertible Note ,Shares issued | 12,520,000 | 4,520,000 | 13,520,000 | 1,000,000 | 13,520,000 | 200,000 | 904,000 | 137,238 | 2,000,000 | 2,704,000 | 11,830,000 | 50,575,333 | |||
Debt instrument exercise price after conversion | 0.01 | 0.015 | |||||||||||||
Debt instrument exercise price before conversion | 0.25 | 0.5 | |||||||||||||
Loss from debt extinguishment | $2,098,819 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2013 |
Contractual Obligation [Line Items] | |
Total | $7,427,125 |
Less than 1 year | 33,333 |
1 - 3 years | 2,851,667 |
3 - 5 years | 4,542,125 |
More than 5 years | 0 |
License agreement obligations | |
Contractual Obligation [Line Items] | |
Total | 7,427,125 |
Less than 1 year | 33,333 |
1 - 3 years | 2,851,667 |
3 - 5 years | 4,542,125 |
More than 5 years | 0 |
Operating lease obligation | |
Contractual Obligation [Line Items] | |
Total | 0 |
Less than 1 year | 0 |
1 - 3 years | 0 |
3 - 5 years | 0 |
More than 5 years | $0 |
Commitments_and_Contingencies_2
Commitments and Contingencies (DetailsTextuals) (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Commitments and Contingencies (Textual) | ||
Number of days in which bond amount need to deposit on entry of injunction | 7 years | |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 155,301,468 | 85,200,116 |
Common stock, shares outstanding | 154,301,788 | |
Common stock, Voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote. | |
Liquidated damages maximum liability rate | 1.00% | |
Penalty accrued as percentage of original purchase price paid by investor | 10.00% | |
Percentage of interest rate payable to investor | 8.00% | |
General and administrative expenses associated with registration rights | $206,381 | |
PPO Offering Registration Rights [Member] | ||
Commitments and Contingencies (Textual) | ||
Description of registration payment arrangement | (i) The Company's common stock underlying the Bridge Warrants (as defined in Note 7), (ii) common stock underlying the PPO Units (as defined in Note 7) sold or to be sold in the Offering, and (iii) common stock underlying the Investor Warrants (as defined in Note 7) (including securities issued in the Offering as a result of the conversion of the Bridge Notes (as defined in Note 7), but not common stock that is issuable upon exercise of the broker warrants issued to the placement agent for the Offering) (collectively, the "Registrable Securities") no later than October 29, 2012 (the "Filing Date"), and to use commercially reasonable efforts to cause the Registration Statement to become effective no later than 150 days after it is filed (the "Effectiveness Date"). | |
Convertible Note Registration Rights Agreement [Member] | ||
Commitments and Contingencies (Textual) | ||
Description of registration payment arrangement | (i) The Common Stock underlying the Warrants and (ii) the Common Stock underlying the Notes (collectively, the "Convertible Note Registrable Securities") within 45 days from the final closing of the Offering (the "Filing Date"), and to use its commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed (the "Effectiveness Date"). | |
Minimum [Member] | ||
Commitments and Contingencies (Textual) | ||
Registration payment arrangement default penalty percentage | 0.50% | |
Maximum [Member] | ||
Commitments and Contingencies (Textual) | ||
Registration payment arrangement default penalty percentage | 6.00% | |
Royalty Agreement One [Member] | ||
Commitments and Contingencies (Textual) | ||
Licensing agreement expiration date | 30-Dec-16 | |
Royalty Agreement One [Member] | Minimum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 4,686,125 | |
Royalty Agreement One [Member] | Maximum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 5,206,900 | |
Royalty Agreements One Contract Period One [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,000,000 | |
Royalty Agreements One Contract Period Two [Member] | Minimum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 925,000 | |
Royalty Agreements One Contract Period Two [Member] | Maximum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,000,000 | |
Royalty Agreements One Contract Period Three [Member] | Minimum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,188,625 | |
Royalty Agreements One Contract Period Three [Member] | Maximum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,285,000 | |
Royalty Agreements One Contract Period Four [Member] | Minimum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,572,500 | |
Royalty Agreements One Contract Period Four [Member] | Maximum [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 1,700,000 | |
Royalty Agreements Two [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 600,000 | |
Licensing agreement expiration date | 29-Feb-16 | |
Royalty Agreements Two Period One [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 100,000 | |
Royalty Agreements Two Period Two [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 225,000 | |
Royalty Agreements Two Period Three [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 275,000 | |
Operating Lease Agreement One [Member] | ||
Commitments and Contingencies (Textual) | ||
Term of operating lease | 1 year | |
Operating lease monthly rent payment | 1,785 | |
Operating lease rent expense included in general and administrative expenses | 21,420 | 0 |
Operating Lease Agreement Two [Member] | ||
Commitments and Contingencies (Textual) | ||
Term of operating lease | 5 months | |
Operating lease monthly rent payment | 1,500 | |
Operating lease rent expense included in general and administrative expenses | 9,000 | 0 |
Royalty Agreements Three [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 100,000 | |
Licensing agreement expiration date | 16-Apr-16 | |
Royalty Agreements Three Period One [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 33,333 | |
Royalty Agreements Three Period Two [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | 33,333 | |
Royalty Agreements Three Period Three [Member] | ||
Commitments and Contingencies (Textual) | ||
Guaranteed royalty payment under agreements | $33,334 |
Equity_Transactions_Details
Equity Transactions (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Jul. 12, 2012 | Jun. 30, 2013 | Jun. 28, 2013 | Apr. 15, 2013 | Jan. 08, 2013 | Apr. 30, 2013 | Mar. 28, 2013 | Mar. 01, 2013 | Feb. 01, 2013 | Apr. 08, 2013 | Apr. 08, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | |
Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Consulting Services [Member] | Board [Member] | Consulting Services Two [Member] | |||
Warrant [Member] | |||||||||||||
Equity Transactions (Textual) | |||||||||||||
Issuance of stock for services, Shares | 200,000 | 90,361 | 169,355 | 1,000,000 | 76,531 | 57,252 | 125,000 | 100,000 | |||||
Value of stock issued during period for services | $289,704 | $10,000 | $15,000 | $52,500 | $170,000 | $14,923 | $16,030 | $6,250 | $5,000,000 | ||||
Warrants issued description | On April 8, 2013, the Company issued 500,000 five-year warrants with an exercise price of $0.25 to its new consultant, engaged effective as of the same date for consulting services to the Company. The warrants shall vest ratably in arrears over six 30-day periods beginning on April 8, 2013, with one-sixth of the warrants vesting on each successive thirtieth day following April 8, 2013, subject to the termination of the consulting agreement prior thereto. | ||||||||||||
Warrants issued to new consultant | 500,000 | ||||||||||||
Warrants ,exercise price | 0.25 | ||||||||||||
Warrant exercisable term | 5 years | 5 years |
Stock_Compensation_Expense_and2
Stock Compensation Expense and Fair Value Measurement (Details) | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Jul. 12, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Aug. 15, 2012 | Nov. 21, 2012 | Mar. 28, 2013 | Apr. 08, 2013 | Jun. 28, 2013 | |
Stock options [Member] | Stock options [Member] | Stock options [Member] | Stock options one [Member] | Stock options two [Member] | Stock option three [Member] | Stock option four [Member] | Stock option five [Member] | |
Summary of relevant inputs used to determine the value of the stock option grants | ||||||||
Number of options outstanding | 6,550,000 | 1,400,000 | 500,000 | 500,000 | 500,000 | 50,000 | ||
Weighted average risk-free rate | 0.83% | 0.83% | 0.95% | 1.01% | 1.69% | 1.69% | ||
Expected life in years | 3 years 6 months | 6 years | 6 years | 6 years | 6 years | 6 years | ||
Expected volatility | 70.00% | 70.00% | 60.00% | 55.00% | 55.00% | 55.00% | ||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Stock_Compensation_Expense_and3
Stock Compensation Expense and Fair Value Measurement (Details 1) (Stock options [Member], USD $) | 12 Months Ended |
Jun. 30, 2013 | |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options/Warrants, Outstanding | |
Number of Options, Granted | 6,550,000 |
Number of Options, Exercised | |
Number of Options, Forfeited | |
Number of Options/Warrants, Outstanding | 6,550,000 |
Number of Options, Exercisable at year-end | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Outstanding | |
Weighted Average Exercise Price, Granted | $0.23 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Outstanding | $0.23 |
Weighted Average Exercise Price,Exercisable at year-end | $0 |
Weighted Average Remaining Contractual Term, Outstanding (in years) | 7 years 3 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable at year-end (in years) | 0 years |
Weighted Average Remaining Contractual Term, Granted (in years) | 7 years 3 months 18 days |
Aggregate Intrinsic Value, Outstanding | |
Aggregate Intrinsic Value, Granted | 0 |
Aggregate Intrinsic Value, Exercised | |
Aggregate Intrinsic Value, Forfeited | |
Aggregate Intrinsic Value, Outstanding | 1,150,000 |
Aggregate Intrinsic Value, Exercisable at year-end | $0 |
Stock_Compensation_Expense_and4
Stock Compensation Expense and Fair Value Measurement (Details Textual) (USD $) | 2 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 28, 2013 | Apr. 08, 2013 | Mar. 28, 2013 | Nov. 21, 2012 | Aug. 15, 2012 | Jul. 12, 2012 | Jun. 30, 2013 | Jul. 31, 2012 | Jul. 12, 2012 | Jul. 12, 2012 | |
Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan 2012 [Member] | Equity Incentive Plan One 2012 [Member] | Equity Incentive Plan Two 2012 [Member] | |||
Stock Compensation Expense (Textual) | ||||||||||||
Common stock reserved for future issuance | 13,450,000 | 20,000,000 | ||||||||||
Stock options issued during period | 50,000 | 500,000 | 500,000 | 500,000 | 400,000 | 4,600,000 | 3,600,000 | 1,000,000 | ||||
Term of stock options | 10 years | 10 years | 10 years | 10 years | 10 years | 5 years | 10 years | |||||
Exercise price of common stock | $0.05 | $0.14 | $0.17 | $0.24 | $0.24 | $0.24 | ||||||
Option vesting period | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||
Option vesting condition | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | Vest annually at a rate of 33% beginning on the first anniversary date of the grant, in each case. | ||||||
Fair value of the stock options | $0 | $1,371,910 | ||||||||||
Relative fair value of the stock options issued to non-employees | 659,895 | |||||||||||
Stock compensation expense | 407,491 | |||||||||||
Unrecognized compensation cost related to unvested stock options | $908,803 | |||||||||||
Amortization date | 30-Jun-15 |
Income_Taxes_Details
Income Taxes (Details) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Summary of Company's effective tax rate reconciliation | ||
Statutory rate | 34.00% | 34.00% |
State income taxes | 5.80% | 8.80% |
Valuation allowance | -39.80% | -42.80% |
Total | 0.00% | 0.00% |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Summary of principal components of deferred tax assets and (liabilities) | ||
Net operating losses carryforward | $2,002,842 | $126,987 |
Start-up costs | 60,005 | 25,541 |
Property and equipment | 56,270 | |
Stock based compensation | 192,786 | |
Gross deferred taxes | 2,311,903 | 152,528 |
Valuation allowance | -2,311,903 | -152,528 |
Net deferred taxes |
Income_Taxes_Detail_Textual
Income Taxes (Detail Textual) (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Income Taxes (Textual) | ||
Federal and state net operating losses available to offset future taxable income | $2,002,842 | $126,987 |
Operating loss carryforwards, expiration date | 30-Jun-33 | |
Valuation reserve | 100.00% | |
Federal statutory income tax rate | 34.00% | 34.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 2 Months Ended | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Related Party Transactions (Textual) | |||
Due to Gold Grenade | $108,475 | $0 | $108,475 |
Product development fees payable to Gold Grenade | $212,104 | $872,700 | $212,014 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||||||||
Mar. 28, 2013 | Dec. 21, 2012 | Apr. 08, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Aug. 29, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Series A [Member] | Series B [Member] | Series C [Member] | Series D [Member] | Series E [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event (Textual) | ||||||||||
Convertible notes original issue discount rate | 0.20% | 0.20% | 0.25% | 12.00% | ||||||
Convertible notes, conversion price per share | $0.25 | $0.07 | ||||||||
Proceeds from Convertible Notes | $1,130,000 | $2,000,000 | $250,000 | $616,000 | ||||||
Convertible notes, maturity date | The term of the Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The term of the April Convertible Notes include an eight month maturity period and an annual interest rate of 12% which is accrued until payment or until the Convertible Notes are converted into equity. | The term of the August Convertible Notes include an eighteen-month maturity period, with partial redemption beginning on September 1, 2014. | |||||||
Debt Instrument, Interest Rate Terms | The August Convertible Notes bear an annual interest rate of 8%, which is paid quarterly in the form of cash or equity. Interest is payable in cash or at the Company's option in shares of common stock, provided certain conditions are met, based on a share value equal to the lesser of (a) 90% of the average of the volume weighted average price (the "VWAP") for the 20 consecutive trading days prior to the applicable interest payment date and (b) 100% of the average of the VWAP for the 20 consecutive trading days prior to the applicable interest payment date less $0.01. | |||||||||
Convertible notes, annual interest rate percentage | 12.00% | 12.00% | 8.00% | |||||||
Increase in warrants exercise price | 0.25 | 0.5 | 1 | 0.25 | 0.25 | |||||
Decrease in warrants exercise price | 0.01 | 0.015 | 0.03 | 0.01 | 0.01 |