Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Sep. 26, 2014 | Dec. 31, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Fresh Healthy Vending International, Inc. | ' | ' |
Entity Central Index Key | '0001526689 | ' | ' |
Trading Symbol | 'vend | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 26,598,290 | ' |
Entity Public Float | ' | ' | $19,697,551 |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Jun. 30, 2014 |
Current assets: | ' |
Cash | $607,288 |
Accounts receivable, net | 2,022,317 |
Deferred costs | 738,522 |
Inventories | 182,162 |
Prepaid expenses and other current assets | 17,570 |
Total current assets | 3,567,859 |
Property and equipment, at cost: | ' |
Vending equipment | 171,745 |
Computer hardware and software | 127,694 |
Furniture and fixtures | 36,241 |
Vehicle | 15,597 |
Leasehold improvements | 63,500 |
Property and equipment, cost | 414,777 |
Less accumulated depreciation and amortization | -135,326 |
Property and equipment, net | 279,451 |
Deposits | 40,067 |
Total assets | 3,887,377 |
Current liabilities: | ' |
Accounts payable and accrued liabilities | 1,034,112 |
Customer advances and deferred revenues | 5,456,969 |
Provision for franchisee rescissions and refunds | 530,923 |
Accrued personnel expenses | 122,714 |
Notes payable | 507,666 |
Deferred rent | 19,422 |
Total current liabilities | 7,671,806 |
Commitments and contingencies (Notes 6 and 10) | ' |
Stockholders' deficit: | ' |
Preferred stock; $0.001 par value; 25 million shares authorized; no shares issued and outstanding | ' |
Common stock; $0.001 par value; 100 million shares authorized; 26,546,348 outstanding at June 30, 2014 | 26,546 |
Additional paid-in capital | 1,696,837 |
Accumulated deficit | -5,507,812 |
Total stockholders' deficit | -3,784,429 |
Total liabilities and stockholders' deficit | $3,887,377 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parentheticals) (USD $) | Jun. 30, 2014 |
Statement Of Financial Position [Abstract] | ' |
Preferred stock, par value (in dollars per share) | $0.00 |
Preferred stock, shares authorized | 25,000,000 |
Preferred stock, shares issued | ' |
Preferred stock, shares outstanding | ' |
Common stock, par value (in dollars per share) | $0.00 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares outstanding | 26,546,348 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues: | ' | ' |
Vending machine sales, net | $4,592,970 | $6,421,548 |
Franchise fees | 277,000 | 418,000 |
Company owned machines | 207,731 | 134,911 |
Agency sales (net) | 88,415 | 96,990 |
Other | 91,911 | 9,959 |
Revenues, total | 5,258,027 | 7,081,408 |
Cost of revenues | 2,539,297 | 3,239,040 |
Gross margin | 2,718,730 | 3,842,368 |
Operating expenses: | ' | ' |
Personnel | 2,894,606 | 2,123,252 |
Marketing | 610,950 | 966,772 |
Professional fees | 752,687 | 697,162 |
Insurance | 112,716 | 140,142 |
Rent | 137,242 | 139,315 |
Depreciation and amortization | 59,236 | 46,620 |
Other | 527,626 | 323,499 |
Operating expenses, total | 5,095,063 | 4,436,762 |
Loss from operations | -2,376,333 | -594,394 |
Other income (expense): | ' | ' |
Interest expense | -22,426 | -3,000 |
Accretion of discount on notes payable | -27,692 | -44,647 |
Other income (expense), total | -50,118 | -47,647 |
Loss before provision for income taxes | -2,426,451 | -642,041 |
Provision for income taxes | 2,400 | 1,600 |
Net loss | ($2,428,851) | ($643,641) |
Net loss per share - basic and diluted (in dollars per share) | ($0.10) | ' |
Weighted average shares used in computing net loss per share - basic and diluted (in shares) | 23,447,814 | ' |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Deficit (USD $) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2012 | ' | ' | ($2,467,659) | ($2,467,659) |
Balance (in shares) at Jun. 30, 2012 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Value of options issued in connection with notes payable (Note 7) | ' | ' | 72,339 | 72,339 |
Member distributions (Note 8) | ' | ' | -40,000 | -40,000 |
Net loss | ' | ' | -643,641 | -643,641 |
Balance at Jun. 30, 2013 | ' | ' | -3,078,961 | -3,078,961 |
Balance (in shares) at Jun. 30, 2013 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Outstanding equity prior to reorganization on July 19, 2013 (Notes 2 and 8) - Green 4 Media | 18,383 | -18,383 | ' | ' |
Outstanding equity prior to reorganization on July 19, 2013 (Notes 2 and 8) - Green 4 Media (in shares) | 18,382,912 | ' | ' | ' |
Cancellation of common shares (Note 2) | -11,672 | 11,672 | ' | ' |
Cancellation of common shares (Note 2) (in shares) | -11,671,713 | ' | ' | ' |
Issuance of common stock for purchase of assets (Notes 2 and 8) | 15,648 | -15,648 | ' | ' |
Issuance of common stock for purchase of assets (Notes 2 and 8) (in shares) | 15,648,298 | ' | ' | ' |
Issuance of common stock for cash (Note 8) | 2,236 | 993,798 | ' | 996,034 |
Issuance of common stock for cash (Note 8) (in shares) | 2,235,951 | ' | ' | ' |
Conversion of notes payable to common stock on July 19, 2013 (Notes 7 and 8) | 552 | 209,448 | ' | 210,000 |
Conversion of notes payable to common stock on July 19, 2013 (Notes 7 and 8) (in shares) | 552,418 | ' | ' | ' |
Conversion of notes payable to common stock on September 26, 2013 (Notes 7 and 8) | 154 | 191,929 | ' | 192,083 |
Conversion of notes payable to common stock?on September 26, 2013 (Notes 7 and 8) (in shares) | 153,659 | ' | ' | 153,659 |
Issuance of common stock to employee (Note 8) | 10 | 54,490 | ' | 54,500 |
Issuance of common stock to employee (Note 8) (in shares) | 10,000 | ' | ' | ' |
Stock-based compensation (Note 9) | ' | 270,766 | ' | 270,766 |
Exercise of stock options ( Note 9) | 1,235 | -1,235 | ' | ' |
Exercise of stock options ( Note 9) (in shares) | 1,234,823 | ' | ' | ' |
Net loss | ' | ' | -2,428,851 | -2,428,851 |
Balance at Jun. 30, 2014 | $26,546 | $1,696,837 | ($5,507,812) | ($3,784,429) |
Balance (in shares) at Jun. 30, 2014 | 26,546,348 | ' | ' | 26,546,348 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,428,851) | ($643,641) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ' | ' |
Depreciation and amortization | 59,236 | 46,620 |
Interest accretion on notes payable | 27,692 | 44,647 |
Accrued interest on notes payable | 4,962 | ' |
Issuance of common stock to employee | 54,500 | ' |
Stock-based compensation | 270,766 | ' |
Loss (gain) on sales of property and equipment | 10,044 | -36,346 |
Deferred rent | -17,981 | -17,982 |
Bad debt expense | 26,581 | 40,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -739,591 | 1,109,940 |
Deferred costs | 41,356 | -131,597 |
Inventories | -122,289 | -811 |
Prepaid expenses and other assets | -3,567 | -7,708 |
Deposits | -15,752 | -11,773 |
Accounts payable and accrued liabilities | 427,548 | 386,207 |
Customer advances and deferred revenues | 1,386,254 | -1,059,575 |
Provision for franchisee rescissions and refunds | -85,251 | -154,710 |
Accrued personnel expenses | 38,780 | 17,352 |
Cash flows used in operating activities | -1,065,563 | -419,377 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -211,316 | -35,059 |
Proceeds from sales of property and equipment | 22,500 | 66,650 |
Cash flows (used in) provided by investing activities | -188,816 | 31,591 |
Cash flows from financing activities: | ' | ' |
Amounts received from related parties | ' | 298,864 |
Repayments of advances from related party | -42,000 | -97,421 |
Proceeds from issuance of notes payable | 692,000 | 249,999 |
Repayment of notes payable | -37,212 | ' |
Proceeds from issuance of common stock | 996,034 | ' |
Member distributions | ' | -40,000 |
Cash flows provided by financing activities | 1,608,822 | 411,442 |
Change in cash | 354,443 | 23,656 |
Cash, beginning of year | 252,845 | 229,189 |
Cash, end of year | 607,288 | 252,845 |
Cash paid for: | ' | ' |
Interest expense | 10,322 | ' |
Income taxes | ' | 800 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Conversion of notes payable into common stock | $402,083 | ' |
Organization_and_description_o
Organization and description of business | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and description of business | ' |
1. Organization and description of business | |
Fresh Healthy Vending International, Inc. (formerly known as "Green 4 Media, Inc., and referred to herein collectively with its subsidiaries as "we", the "Company", "our Company", or "FHV International" ) operates through its wholly-owned subsidiary, Fresh Healthy Vending LLC ("FHV LLC"), as a franchisor of healthy drinks and snack vending machines that features cashless payment devices and remote monitoring software. The Company uses in-house location specialists that are responsible for securing locations for the franchisees; additionally, the Company has negotiated discounts with a product distribution chain. The Company also operates its own machines. | |
Basis of accounting | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). | |
Principles of consolidation | |
The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, FHV LLC, The Fresh and Healthy Vending Corporation, and FHV Acquisition, Corp. All significant intercompany accounts and transactions are eliminated. | |
Use of estimates | |
The preparation of our Company's financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ significantly from those estimates. Significant estimates include our provisions for bad debts, franchisee rescissions and the valuation allowance on deferred income tax assets. It is at least reasonably possible that a change in the estimates will occur in the near term. | |
Revenue recognition | |
Our primary revenue generating transactions come from the sale of franchises and vending machines to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees. We receive ongoing fees and royalty payments in the form of annual advertising fees and a percentage of either franchisees' revenues or gross margins on vending machine sales. | |
We recognize revenues and associated costs in connection with franchisees at the time that we have substantially performed or satisfied all material services or conditions relating to the franchise agreement. We consider substantial performance to have occurred when: 1) no remaining obligations are unfulfilled under the franchise agreement; 2) there is no intent to refund any cash received or to forgive any unpaid amounts due from franchisees; 3) all of the initial services spelled out in the franchise agreement have been performed; and 4) we have met all other material conditions or obligations. Revenues and expenses from product sales to franchisees are roughly equivalent and are accounted for on a net basis in the accompanying consolidated statements of operations as agency sales, net. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. | |
It is not our policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, our Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including machines. Additionally, if our Company is unable to fulfill its obligations under a franchise agreement we may, at our sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. As of June 30, 2014 the Company's provision for franchisee rescissions and refunds totaled $530,923. There are warranties extended by the machine manufacturer, but required repairs to the machines are the responsibility of the franchisees. To the extent the machines remain under warranty, our franchisees transact directly with the manufacturer. | |
Franchise contracts | |
We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract's cash consideration (typically 40% of vending machines plus franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are due upon our locating the sites for the vending machines. | |
Amounts invoiced to franchisees for which we have not met the criteria for revenue recognition as discussed above, are deferred until such conditions are met. Therefore, these amounts are accounted for as accounts receivable, deferred costs, and customer advances and deferred revenues, respectively in the accompanying consolidated financial statements. As of June 30, 2014, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,022,317, $738,522 and $5,456,969, respectively. | |
Cash and cash equivalents | |
We consider all investments with an original maturity of three months or less to be cash equivalents. When present, cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value. We had no cash equivalents at June 30, 2014. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2014, bank balances exceeding federally insured limits totaled $360,804. We have not experienced any losses with respect to cash, and we believe our Company is not exposed to any significant credit risk with respect to our cash. | |
Accounts receivable, net | |
Accounts receivable arise primarily from invoices for customer deposits, and product orders and are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customers (located throughout North America, the Bahamas and Puerto Rico) deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. Our allowance for doubtful accounts aggregated $66,581 at June 30, 2014. | |
Inventories | |
Inventories consist of vending machines held for sale, purchased food and beverages in Company owned vending machines and vending machine parts held for resale, and is valued at the lower of cost or market, with cost determined using the average cost method. | |
Property and equipment | |
Property and equipment consists primarily of Company owned vending machines, computer and office equipment and software used in our operations. Property and equipment is carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets (generally five to seven years). Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful life of the asset (63 months). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation and amortization expense for the years ended June 30, 2014 and 2013 totaled $59,236 and $46,620, respectively. | |
Impairment of long-lived assets | |
We record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There were no impairments of long-lived assets for the years ended June 30, 2014 and 2013, respectively. | |
Deferred rent | |
We entered into an operating lease for our corporate offices in San Diego, California that contains provisions for future rent increases, leasehold improvement allowances and rent abatements. We record monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between the rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in the accompanying consolidated balance sheet. Additionally, our Company recorded as deferred rent the cost of the leasehold improvements paid by the landlord, which is amortized on a straight-line basis over the term of the lease. | |
Advertising | |
We expense advertising costs as incurred. We have no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. Advertising expense totaled $527,018 and $698,692 for the years ended June 30 2014 and 2013, respectively. | |
Freight costs and fees | |
Outbound freight charged to customers is recorded as revenue. The related outbound freight costs are considered period costs and charged to cost of revenues. | |
Income taxes | |
The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. | |
Deferred tax assets are reduced by a valuation allowance when, in management's opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company's valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of June 30, 2014 and 2013, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. | |
Prior to the Acquisition (Note 2), our Company was classified as a limited liability company for income tax purposes and therefore was not subject to federal and state corporate income taxes. Accordingly there were no corporate federal income taxes due, only the state minimum income tax, for the year ended June 30, 2013. | |
ASC 740, Income Taxes ("ASC 740"), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets as of June 30, 2014 and 2013, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2014 and 2013. | |
Valuation of options to purchase common stock | |
We separately value options to purchase common stock at a discount when issued in connection with notes payable using quantitative valuation methods. The value of such options is recorded as a discount from the related notes payable and credited to additional paid-in capital at the time of the issuance of the related notes payable and options. The value of the discount is applied to the note payable and amortized over the expected term of the note payable using the interest method with the related accretion charged to operations. | |
We account for our share-based compensation as required by the Financial Accounting Standards Board ("FASB") authoritative guidance on stock compensation, which generally requires, among other things, that all employee share-based compensation be measured using a fair value method and that the resulting compensation cost be recognized in the financial statements. Compensation expense for our share-based compensation awards is recognized on a straight-line basis over the vesting period from the date of grant. | |
Net loss per share | |
Our Company calculates basic earnings per share ("EPS") by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. Total anti-dilutive stock options excluded from earnings per share totaled 500,000 at June 30, 2014. | |
Litigation and franchise agreements | |
From time to time, we may become involved in litigation and other legal actions, including disagreements with franchisees that may result in the termination of Company granted franchises. We estimate the range of liability related to any pending litigation or franchise agreement rescissions where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Estimated legal costs expected to be incurred to resolve legal matters are recorded to the consolidated balance sheet and statements of operations. | |
Additionally, our Company is subject to certain state reviews of our Franchise Disclosure Documents. Such state reviews could lead to our Company being fined or prohibited from entering into franchising agreements with the reviewing state. | |
New accounting standards | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in fiscal 2018. | |
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Acquisition
Acquisition | 12 Months Ended | ||
Jun. 30, 2014 | |||
Business Combinations [Abstract] | ' | ||
Acquisition | ' | ||
2. Acquisition | |||
From its founding in 2011 and through July 19, 2013, FHV International had only limited operations and was considered a development stage enterprise. On July 15, 2013, our Board of Directors approved an 11.67165 to 1 stock split for stockholders of record on July 19, 2013. That stock split was in the form of a stock dividend of 10.67165 shares for each of 575,000 shares outstanding on the record date. All amounts in the accompanying financial statements have been adjusted for the stock split. | |||
Additionally, on July 19, 2013 (the "Closing Date") we entered into a Reorganization and Asset Acquisition Agreement dated July 19, 2013 (the "Acquisition Agreement") with FHV Holdings Corp, a California corporation ("FHV Cal") (the "FHV Acquisition"). Pursuant to the terms of the Acquisition Agreement, we issued (i) 15,648,298 shares of FHV International's common stock (as adjusted for the Stock Split) to FHV Cal (the "Acquisition Shares"), in exchange for all FHV Cal's assets as of the Closing Date. FHV Cal's principal asset consisted of the operations and assets of FHV LLC. | |||
In connection with the Acquisition Agreement, FHV International entered into a Business Transfer and Indemnity Agreement dated July 22, 2013 (the "Indemnity Agreement") with our former Chief Executive Officer, Daniel Duval providing for: | |||
1 | The sale to Mr. Duval of the FHV International business existing on the date of the Indemnity Agreement (the "GEEM Business"); | ||
2 | The assumption by Mr. Duval of all liabilities of FHV International and the indemnification by Mr. Duval holding FHV International harmless for any and all liabilities arising at or before the date of the Indemnity Agreement; | ||
3 | The payment to Mr. Duval of $191,000 in cash; and | ||
4 | The surrender by Mr. Duval of 11,671,713 shares of FHV International's common stock (all of which shares were subsequently caused to be cancelled prior to July 19, 2013). | ||
We charged the cash paid to Mr. Duval in connection with the cancellation of his shares to operating expenses during the year ended June 30, 2014. | |||
The Acquisition was accounted for as a recapitalization effected by a share exchange, wherein FHV LLC is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. |
Franchise_information
Franchise information | 12 Months Ended | |
Jun. 30, 2014 | ||
Franchise Information [Abstract] | ' | |
Franchise information | ' | |
3. Franchise information | ||
Our franchise agreements generally require an initial non-refundable fee per machine of $1,000. New franchisees are generally required to purchase a minimum of ten snack vending machines. Initial franchise fees are primarily intended to compensate our Company for granting the right to use our Company's trademark and to offset the costs of finding locations for vending machines, developing training programs and the operating manual. The term of the initial franchise agreement is generally five to ten years. Options to renew the franchise for one or five year terms are available for $1,000 or $5,000 per franchise, respectively. | ||
Beginning in 2012, franchise agreements generally also provide for continuing royalty and advertising fees that are based on monthly gross revenues of each vending machine that exceeds a minimum number of weekly transactions. The royalty fee (generally 6% of gross revenues) compensates our Company for various advisory services that we provide to the franchisee on an on-going basis. The advertising fee (generally $75 per machine per year) funds various marketing efforts as determined at our discretion. | ||
We recorded net agency revenues for the sales of food and beverages in the accompanying statements of operations of $88,415 and $96,990 for the years ended June 30, 2014 and 2013, respectively. The revenues and costs from food and beverages totaled $2,395,888 and $2,307,473, respectively, for the year ended June 30, 2014. For the year ended June 30, 2013, food and beverage revenues and costs totaled $2,284,140 and $2,187,150, respectively. | ||
Franchise statistics for the years ended June 30, 2014 and 2013 are as follows: | ||
Franchises in operation as of June 30, 2012 | 128 | |
New franchises granted | 45 | |
Franchises cancelled | (20) | |
Franchises in operation as of June 30, 2013 | 153 | |
New franchises granted | 51 | |
Franchises cancelled | (22) | |
Franchises in operation as of June 30, 2014 | 182 | |
We operated 17 and 13 vending machines for our own benefit as of June 30, 2014 and 2013, respectively. |
Related_party_transactions
Related party transactions | 12 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related party transactions | ' |
4. Related party transactions | |
One of FHV Holdings' (the parent company to FHV LLC prior the Acquisition) owners became an employee of our Company in July 2013 (the "Employee"). During the year ended June 30, 2013, $173,864 owed by the Employee (or by entities under the control of the Employee) was charged to consulting expense. We owed $42,000 to the Employee at June 30, 2013, which was paid off in full during the year ended June 30, 2014. |
Concentrations
Concentrations | 12 Months Ended |
Jun. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Concentrations | ' |
5. Concentrations | |
Our vending machines are supplied by a single manufacturer who sells through a limited number of suppliers. Although there are a limited number of manufacturers of vending machines, we believe that other suppliers could provide similar machines on comparable terms. A change in suppliers, however, could cause a delay in deliveries and a possible loss of sales, which could adversely affect our operating results. | |
Our food products are primarily supplied by one distributor. Although there are a limited number of product suppliers with the product selection and distribution capabilities required by our franchise network, we believe that other distributors could provide similar products on comparable terms. A change is suppliers, however, could cause a delay in deliveries and a possible loss of revenue from both current and prospective franchisees, which could adversely affect our operating results. |
Contingencies
Contingencies | 12 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
6. Contingencies | |
In March 2013, we entered into a Settlement Agreement with the State of California, Department of Corporations (now known as the California Department of Business Oversight) (the "DBO") regarding allegations of inaccurate and incomplete disclosures in our 2010 and 2011 franchise disclosure documents. Without admitting or denying the allegations, we agreed to the entry of an order that, among other things, required us to desist and refrain from making material misrepresentations or omissions in franchise registration applications filed with the DBO and extend a one-time offer of rescission (refund of initial fees and repurchase of Vending Machines at depreciated value) to all of our franchisees in California. Of the 13 franchisees offered rescission, nine declined the offer, two accepted and two filed lawsuits against us seeking rescission, both of which were subsequently settled. In February 2014 the DBO delivered a "Notice of Intention to Issue Stop Order and Stop Order Denying Effectiveness of Franchise Registration Application" alleging that we had sold three franchises in California during August and September 2012 when we were not registered to do so. We offered rescission to the three franchisees; two accepted and one declined. We estimated the total liability for refunds to be paid in connection with the offers of rescission described above (net of the estimated value of any goods to be received) was approximately $169,000. At June 30, 2014, we had a remaining liability related to rescissions in California of approximately $76,000, which is included in provision for franchisee rescissions and refunds in the accompanying consolidated balance sheet. | |
On April 2, 2014 the DBO issued a "First Amended Statement of Issues in Support of Stop Order and Stop Order Denying Effectiveness of Franchise Registration Application" (the "Stop Order"). The Stop Order prohibits us from selling franchises in California until February 28, 2016, or until further order of the Commissioner. In June 2014, we received an inquiry from the DBO related to the sale of 15 franchises that occurred between March 2014 and May 2014. FHV LLC is currently seeking to resolve the issue with the DBO, although we cannot predict when or how it will be resolved. Although it is reasonably possible that this action could result in additional offers of rescission, fines, penalties or other costs, management does not believe such losses would have a material adverse effect on the Company's financial position or results of operations. | |
Periodically, we are contacted by other state franchise regulatory authorities and in some cases have been required to respond to inquiries, or make changes to our franchise disclosure documents or franchise offer and sale practices. Management believes these communications from state regulators and corresponding changes in our franchise disclosure documents and practices are administrative in nature and do not indicate the presence of a loss or probable potential loss. | |
In June 2014, Seaga Manufacturing, Inc. ("Seaga") filed a complaint alleging that the Company had breached its agreement with Seaga by failing to purchase certain minimum quantities of automatic merchandising equipment and related parts. The complaint seeks damages in the amount of $3.3 million. In September 2014, the Company filed an answer, affirmative defenses and counterclaims and intends to vigorously defend this action. Although it is too early for management to make an assessment of this claim, we do not believe that the ultimate resolution will have a material adverse position on the Company's financial position or results of operations. | |
The Company is also subject to normal and routine litigation and other legal actions by current or former franchisees, employees, and vendors. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures. The amount of ultimate loss may differ from these estimates. Although we currently believe that the ultimate outcome of these matters will not have a material adverse effect on the results of operations, liquidity or financial position of the Company, it is possible they could be materially affected in any particular future reporting period by the unfavorable resolution of one or more of these matters or contingencies. |
Notes_payable
Notes payable | 12 Months Ended |
Jun. 30, 2014 | |
Notes Payable [Abstract] | ' |
Notes payable | ' |
7. Notes payable | |
Beginning April 2013 through June 19, 2013, we issued convertible notes payable to three entities or individuals in exchange for cash proceeds totaling $249,999. The notes were unsecured and bore interest at 12% per annum. The notes bore maturity dates ranging from June 30, 2013 to August 31, 2013, the earlier of their being outstanding for 60 days, or upon the transfer of 25% or more of our Company's share ownership or upon our merger with a public company (all as defined in the note agreements). Repayment of the notes was personally guaranteed by the Employee. On July 19, 2013, $210,000 of the outstanding balance of the notes was tendered in exchange for 552,418 shares of FHV International's common stock (Note 8), $33,333 was repaid and $9,666 principal remained outstanding. As of June 30, 2014, $6,666 of principal remained outstanding under the above notes. | |
The notes were issued with non-assignable rights to purchase securities should our Company consummate a merger with a public company. The purchase price of any such securities would be equal to 85% of the selling price to investors in any sale and issuance of securities following such a merger. We recorded the value of the options issued with the notes payable at the time of their issuance as an addition to accumulated deficit and a discount from notes payable totaling $72,339. We calculated the value of the discount purchase option using the Black-Scholes option pricing model employing the following assumptions: volatility of common stock – 88%; risk-free interest rate – 0.05%; forfeiture rate – 0%; value per share of common stock - $0.447; strike price - $0.380; term – 90 days. During the years ended June 30, 2014 and 2013, we recorded accretion of discount of notes payable totaling $27,692 and $44,647, respectively in the accompanying consolidated statements of operations. | |
On July 19, 2013, we issued notes payable totaling $191,000 to three note holders. These notes were scheduled to mature 18 months from their date of issuance and bore interest at the rate of 3% per annum (payable semiannually). The notes were convertible into shares of the Company's common stock at the rate of $1.25 per share at the option of the holder and were subject to mandatory conversion if prior to the maturity date the reported trading price of the shares on their principal market closed at not less than $1.50 per share for seven trading days within any twenty consecutive trading days. On September 26, 2013, the conditions required for the mandatory conversion of these notes were satisfied and the entire principal balance of the notes and related accrued interest were converted into 153,659 shares of the Company's common stock at $1.25 per share. | |
On February 25, 2014, we issued Senior Secured Promissory Notes (the "Initial Notes") to three investors in exchange for cash totaling $501,000. The Initial Notes mature on February 24, 2015 and bear simple interest at a rate of 12% paid monthly over the term of the loan. The Initial Notes also provide that our Company can raise up to $1.5 million in proceeds from the issuance of additional notes (the "Additional Notes") which would have the same seniority and security rights. The initial Notes are secured by substantially all assets of the Company. |
Stockholders_deficit
Stockholders' deficit | 12 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' deficit | ' |
8. Stockholders' deficit | |
FHV LLC is a limited liability company; it's existence is not scheduled to terminate on a specific date as outlined within its operating agreement. At June 30, 2013, FHV LLC had 100 preferred units outstanding. Prior to February 2013, FHV LLC had 100 common units outstanding and 100 preferred units outstanding. In February 2013, the 100 common units were returned to FHV LLC by the holder and retired. Since inception, and in accordance with the terms of the operating agreement, all members' deficit activities and balances have been attributed to preferred units. | |
In connection with the FHV Acquisition (Note 2), we issued 15,648,298 shares of common stock to FHV Cal in exchange for all of FHV Cal's assets. FHV Cal's principal asset consisted of the operations and assets of FHV LLC. | |
In July 2013, in connection with the FHV Acquisition, we completed the sale of 2,235,951 common shares to 18 purchasers in exchange for proceeds of $996,034, net of offering costs of $3,966. | |
On July 19, 2013, we converted $210,000 of convertible notes payable into 552,418 shares of common stock (Note 7). In connection with the issuance of the convertible notes during fiscal 2013, we recorded the value of the options issued with the notes payable at the time of their issuance as an addition to accumulated deficit and a discount from notes payable totaling $72,339. | |
On September 26, 2013, we converted $192,083 of notes payable and accrued interest into 153,659 shares of common stock. | |
During the year ended June 30, 2014, the Company issued 10,000 shares of common stock to an employee. In connection with the stock issuance, the Company recorded the fair value of the shares totaling $54,500 to common stock and additional paid-in capital. | |
During the year ended June 30, 2014, the Company issued 1,985,000 options under the 2013 Equity Incentive Plan (Note 9). In connection with the option issuance, the Company charged $270,766 to additional paid-in capital. Additionally, during the year ended June 30, 2014, 1,285,000 options (1,234,823 options on a cashless basis) were exercised. | |
During the year ended June 30, 2013, the Company paid member distributions totaling $40,000. This amount is recorded as a reduction to accumulated deficit. |
Stockbased_compensation
Stock-based compensation | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
9. Stock-based compensation | |||||||||||||||||
On August 14, 2013, our Board of Directors approved the adoption of the 2013 Equity Incentive Plan (the "2013 Plan"). The 2013 Plan was approved by a majority of our shareholders (as determined by share holdings) on September 4, 2013. The 2013 Plan provides for granting of stock-based awards including: incentive stock options, non-statutory stock options, stock bonuses and rights to acquire restricted stock. The total number of shares of common stock that may be issued pursuant to stock awards under the 2013 Plan shall not exceed in the aggregate 2,600,000 shares of the common stock of our Company. | |||||||||||||||||
During the year ended June 30, 2014, the Company granted stock options under its 2013 Plan. Stock-based compensation related to these awards is recognized on a straight-line basis over the applicable vesting period and is included in operating expense in the accompanying consolidated statement of operations for the year ended June 30, 2014. During the year ended June 30, 2014, options issued were valued using the Black Scholes method assuming the following: | |||||||||||||||||
Expected volatility | 88% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Risk-free interest rate | 0.77% | ||||||||||||||||
Expected life in years | 3.5 | ||||||||||||||||
The expected volatility was estimated based on the volatility of a set of companies that management believes are comparable to the Company. The risk-free rate was based on the U.S. Treasury note rate over the expected life of the options. The expected life was determined using the simplified method as we have no historical experience. We recorded stock-based compensation expense of $270,766 for the year ended June 30, 2014. | |||||||||||||||||
The following table summarizes the stock option activity for the year ended June 30, 2014: | |||||||||||||||||
Year ended June 30, 2014 | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Averge | Remaining | Aggregate | |||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Term (years) | Value | ||||||||||||||
Outstanding at June 30, 2013 | - | - | |||||||||||||||
Granted | 1,985,000 | $ | 0.169 | ||||||||||||||
Exercised | (1,285,000 | ) | $ | 0.171 | $ | 6,741,975 | |||||||||||
Forfeited | (200,000 | ) | $ | 0.165 | |||||||||||||
Outstanding at June 30, 2014 | 500,000 | $ | 0.165 | 4.25 | $ | 937,500 | |||||||||||
Vested at June 30, 2014 | 125,000 | $ | 0.165 | 4.25 | $ | 234,375 | |||||||||||
Nonvested at June 30, 2014 | 375,000 | $ | 0.165 | 4.25 | $ | 703,125 | |||||||||||
At June 30, 2014, the total estimated unrecognized compensation cost related to non-vested stock options totaled $353,889 which is expected to be recognized over a weighted average period of 25 months. The weighted-average grant date fair value of options granted during the year ended June 30, 2014 was $.39 per share. | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Grant-Date | |||||||||||||||||
Stock Options | Shares | Fair Value | |||||||||||||||
Nonvested shares at June 30, 2013 | - | ||||||||||||||||
Granted | 1,985,000 | $ | 0.39 | ||||||||||||||
Vested/Issued | (1,410,000 | ) | 0.2 | ||||||||||||||
Forfeited | (200,000 | ) | 0.1 | ||||||||||||||
Nonvested shares at June 30, 2014 | 375,000 | $ | 1.27 | ||||||||||||||
There was no stock option activity during the year ended June 30, 2013. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2014 | |
Leases [Abstract] | ' |
Leases | ' |
10. Leases | |
We lease our offices under a non-cancelable operating lease that expires in April 2016. We are also required to pay common area maintenance fees under the terms of the lease. We also lease office equipment under an operating lease that expires in March 2015. Future minimum lease payments under all operating leases will total $131,839 for the year ended June 30, 2015 and $10,432 for the year ended June 30, 2016. Rent expense totaled $137,242 and $139,315 for the years ended June 30, 2014 and 2013, respectively, including rent incurred on certain month-to-month leases. |
Income_taxes
Income taxes | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income taxes | ' | ||||||||
11. Income taxes | |||||||||
The Company uses the asset and liability method of accounting for income taxes, in accordance with ASC 740-10, which requires that the Company recognize deferred tax liabilities for taxable temporary differences and deferred tax assets for deductible temporary differences and operating loss carry-forwards using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit or expense is recognized as a result of changes in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all of any deferred tax assets will not be realized. As of June 30, 2014 and 2013, the Company had a full valuation allowance on its deferred tax assets. | |||||||||
The following table presents the current and deferred income tax provision (benefit) for federal, state and foreign income taxes: | |||||||||
2014 | 2013 | ||||||||
Current tax provision (benefit): | |||||||||
Federal | $ | - | $ | - | |||||
State | 2,400 | 1,600 | |||||||
2,400 | 1,600 | ||||||||
Deferred tax provision (benefit): | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
- | - | ||||||||
Total provision for income taxes | $ | 2,400 | $ | 1,600 | |||||
A reconciliation of income taxes computed by applying the federal statutory income tax rate of 34% to income (loss) before income taxes to the recognized income tax (benefit) provision reported in the accompanying consolidated statements of operations is as follows for the years ended June 30, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Expected tax at 34% | $ | (824,993 | ) | $ | (218,294 | ) | |||
State income tax, net of federal tax | (131,592 | ) | 1,600 | ||||||
Nontaxable status - LLC | - | 218,294 | |||||||
Change in valuation allowance | 868,879 | - | |||||||
Non-deductible expenses | 49,724 | - | |||||||
Other | 40,382 | - | |||||||
Provision for income taxes | $ | 2,400 | $ | 1,600 | |||||
Significant components of deferred tax assets and liabilities are shown below: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: (liabilities) | |||||||||
Net operating loss | $ | 1,646,530 | $ | - | |||||
Accruals | 46,297 | - | |||||||
Compensation | 67,927 | - | |||||||
State tax | 816 | - | |||||||
Bad debt reserve | 26,523 | - | |||||||
Accounting method change | - | 1,062,089 | |||||||
Revenue | 159,238 | - | |||||||
Contributions | 456 | - | |||||||
Other | 7,736 | - | |||||||
Total gross deferred tax assets | 1,955,523 | 1,062,089 | |||||||
Valuation allowance | (1,910,592 | ) | (1,041,713 | ) | |||||
Net deferred tax assets | 44,931 | 20,376 | |||||||
Total deferred tax liabilities: | |||||||||
Property and equipment | (44,931 | ) | (20,376 | ) | |||||
Totals | $ | - | $ | - | |||||
During the years ended June 30, 2014 and 2013, the valuation allowance increased $868,879 and $1,041,713, respectively. At June 30, 2014, the Company has federal and state net operating loss carryforwards of approximately $4,100,000. The federal and state loss carryforwards begin to expire in 2031 unless previously utilized. Our tax returns for the years 2010 - 2013 are open for examination by the taxing authorities. | |||||||||
Utilization of the NOL carryforwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. |
Subsequent_events
Subsequent events | 12 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent events | ' | |
12. Subsequent events | ||
On September 23, 2014, the Company entered into a Financing and Security Agreement (the "Financing Agreement") whereby the Company can borrow up to $1.5 million through the issuance of convertible secured debt. The principal terms of the Financing Agreement are as follows: | ||
· | The Financing Agreement provides for the Company to borrow up to $1.5 million in tranches of $150,000 each; | |
· | The first tranche of $150,000 was issued in conjunction with the closing and is to be used to acquire and put into service 25 Company-owned micro markets; | |
· | All subsequent tranches shall be in the amount of $150,000, shall be due and funded by the lender within seven days of notice, and shall be contingent upon the Company placing an additional 20 micro markets into service; | |
· | The Financing Agreement, and related notes payable, is due in full 24 months from the funding of each tranche. The Company may, at its discretion, extend the due date for each tranche for an additional 12 months. | |
· | Interest on the borrowings are at a rate of 10% per annum, and are payable quarterly. In the event that the Company elects to extend the maturity date of a tranche, then the interest rate increases to 12% per annum; | |
· | The lender may at his discretion convert any outstanding principal under any of the tranches into shares of the Company's common stock. The conversion price is 85% of the average closing prices for the 15 trading days prior to the notice of conversion, but in no event at a conversion price lower than $1.28. | |
· | On the due date, or the extended due date, the Company may at its discretion convert up to one-half of the outstanding principal into shares of common stock. The conversion price is 85% of the average closing prices for the 15 trading days prior to the due date or extended due date, whichever may be applicable. | |
· | Borrowings under the Financing Agreement are secured by the Company-owned micro markets. | |
Additionally, on September 23, 2014, the holders of the Company's Initial Notes (Note 7) have extended the maturity date from February 15, 2015 to March 15, 2016. |
Organization_and_description_o1
Organization and description of business (Policies) | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of accounting | ' |
Basis of accounting | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). | |
Principles of consolidation | ' |
Principles of consolidation | |
The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, FHV LLC, The Fresh and Healthy Vending Corporation, and FHV Acquisition, Corp. All significant intercompany accounts and transactions are eliminated. | |
Use of estimates | ' |
Use of estimates | |
The preparation of our Company's financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ significantly from those estimates. Significant estimates include our provisions for bad debts, franchisee rescissions and the valuation allowance on deferred income tax assets. It is at least reasonably possible that a change in the estimates will occur in the near term. | |
Revenue recognition | ' |
Revenue recognition | |
Our primary revenue generating transactions come from the sale of franchises and vending machines to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees. We receive ongoing fees and royalty payments in the form of annual advertising fees and a percentage of either franchisees' revenues or gross margins on vending machine sales. | |
We recognize revenues and associated costs in connection with franchisees at the time that we have substantially performed or satisfied all material services or conditions relating to the franchise agreement. We consider substantial performance to have occurred when: 1) no remaining obligations are unfulfilled under the franchise agreement; 2) there is no intent to refund any cash received or to forgive any unpaid amounts due from franchisees; 3) all of the initial services spelled out in the franchise agreement have been performed; and 4) we have met all other material conditions or obligations. Revenues and expenses from product sales to franchisees are roughly equivalent and are accounted for on a net basis in the accompanying consolidated statements of operations as agency sales, net. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. | |
It is not our policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, our Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including machines. Additionally, if our Company is unable to fulfill its obligations under a franchise agreement we may, at our sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. As of June 30, 2014 the Company's provision for franchisee rescissions and refunds totaled $530,923. There are warranties extended by the machine manufacturer, but required repairs to the machines are the responsibility of the franchisees. To the extent the machines remain under warranty, our franchisees transact directly with the manufacturer. | |
Franchise contracts | ' |
Franchise contracts | |
We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract's cash consideration (typically 40% of vending machines plus franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are due upon our locating the sites for the vending machines. | |
Amounts invoiced to franchisees for which we have not met the criteria for revenue recognition as discussed above, are deferred until such conditions are met. Therefore, these amounts are accounted for as accounts receivable, deferred costs, and customer advances and deferred revenues, respectively in the accompanying consolidated financial statements. As of June 30, 2014, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,022,317, $738,522 and $5,456,969, respectively. | |
Cash and cash equivalents | ' |
Cash and cash equivalents | |
We consider all investments with an original maturity of three months or less to be cash equivalents. When present, cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value. We had no cash equivalents at June 30, 2014. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2014, bank balances exceeding federally insured limits totaled $360,804. We have not experienced any losses with respect to cash, and we believe our Company is not exposed to any significant credit risk with respect to our cash. | |
Accounts receivable, net | ' |
Accounts receivable, net | |
Accounts receivable arise primarily from invoices for customer deposits, and product orders and are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customers (located throughout North America, the Bahamas and Puerto Rico) deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. Our allowance for doubtful accounts aggregated $66,581 at June 30, 2014. | |
Inventories | ' |
Inventories | |
Inventories consist of vending machines held for sale, purchased food and beverages in Company owned vending machines and vending machine parts held for resale, and is valued at the lower of cost or market, with cost determined using the average cost method. | |
Property and equipment | ' |
Property and equipment | |
Property and equipment consists primarily of Company owned vending machines, computer and office equipment and software used in our operations. Property and equipment is carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets (generally five to seven years). Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful life of the asset (63 months). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation and amortization expense for the years ended June 30, 2014 and 2013 totaled $59,236 and $46,620, respectively. | |
Impairment of long-lived assets | ' |
Impairment of long-lived assets | |
We record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There were no impairments of long-lived assets for the years ended June 30, 2014 and 2013, respectively. | |
Deferred rent | ' |
Deferred rent | |
We entered into an operating lease for our corporate offices in San Diego, California that contains provisions for future rent increases, leasehold improvement allowances and rent abatements. We record monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between the rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in the accompanying consolidated balance sheet. Additionally, our Company recorded as deferred rent the cost of the leasehold improvements paid by the landlord, which is amortized on a straight-line basis over the term of the lease. | |
Advertising | ' |
Advertising | |
We expense advertising costs as incurred. We have no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. Advertising expense totaled $527,018 and $698,692 for the years ended June 30 2014 and 2013, respectively. | |
Freight costs and fees | ' |
Freight costs and fees | |
Outbound freight charged to customers is recorded as revenue. The related outbound freight costs are considered period costs and charged to cost of revenues. | |
Income taxes | ' |
Income taxes | |
The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. | |
Deferred tax assets are reduced by a valuation allowance when, in management's opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company's valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of June 30, 2014 and 2013, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. | |
Prior to the Acquisition (Note 2), our Company was classified as a limited liability company for income tax purposes and therefore was not subject to federal and state corporate income taxes. Accordingly there were no corporate federal income taxes due, only the state minimum income tax, for the year ended June 30, 2013. | |
ASC 740, Income Taxes ("ASC 740"), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets as of June 30, 2014 and 2013, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2014 and 2013. | |
Valuation of options to purchase common stock | ' |
Valuation of options to purchase common stock | |
We separately value options to purchase common stock at a discount when issued in connection with notes payable using quantitative valuation methods. The value of such options is recorded as a discount from the related notes payable and credited to additional paid-in capital at the time of the issuance of the related notes payable and options. The value of the discount is applied to the note payable and amortized over the expected term of the note payable using the interest method with the related accretion charged to operations. | |
We account for our share-based compensation as required by the Financial Accounting Standards Board ("FASB") authoritative guidance on stock compensation, which generally requires, among other things, that all employee share-based compensation be measured using a fair value method and that the resulting compensation cost be recognized in the financial statements. Compensation expense for our share-based compensation awards is recognized on a straight-line basis over the vesting period from the date of grant. | |
Net loss per share | ' |
Net loss per share | |
Our Company calculates basic earnings per share ("EPS") by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. Total anti-dilutive stock options excluded from earnings per share totaled 500,000 at June 30, 2014. | |
Litigation and franchise agreements | ' |
Litigation and franchise agreements | |
From time to time, we may become involved in litigation and other legal actions, including disagreements with franchisees that may result in the termination of Company granted franchises. We estimate the range of liability related to any pending litigation or franchise agreement rescissions where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Estimated legal costs expected to be incurred to resolve legal matters are recorded to the consolidated balance sheet and statements of operations. | |
Additionally, our Company is subject to certain state reviews of our Franchise Disclosure Documents. Such state reviews could lead to our Company being fined or prohibited from entering into franchising agreements with the reviewing state. | |
New accounting standards | ' |
New accounting standards | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in fiscal 2018. | |
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Franchise_information_Tables
Franchise information (Tables) | 12 Months Ended | |
Jun. 30, 2014 | ||
Franchise Information [Abstract] | ' | |
Schedule of franchise statistics | ' | |
Franchises in operation as of June 30, 2012 | 128 | |
New franchises granted | 45 | |
Franchises cancelled | (20) | |
Franchises in operation as of June 30, 2013 | 153 | |
New franchises granted | 51 | |
Franchises cancelled | (22) | |
Franchises in operation as of June 30, 2014 | 182 | |
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of valuation assumptions for stock options issued | ' | ||||||||||||||||
Expected volatility | 88% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Risk-free interest rate | 0.77% | ||||||||||||||||
Expected life in years | 3.5 | ||||||||||||||||
Schedule of summary of stock option activity | ' | ||||||||||||||||
Year ended June 30, 2014 | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Averge | Remaining | Aggregate | |||||||||||||||
Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Term (years) | Value | ||||||||||||||
Outstanding at June 30, 2013 | - | - | |||||||||||||||
Granted | 1,985,000 | $ | 0.169 | ||||||||||||||
Exercised | (1,285,000 | ) | $ | 0.171 | $ | 6,741,975 | |||||||||||
Forfeited | (200,000 | ) | $ | 0.165 | |||||||||||||
Outstanding at June 30, 2014 | 500,000 | $ | 0.165 | 4.25 | $ | 937,500 | |||||||||||
Vested at June 30, 2014 | 125,000 | $ | 0.165 | 4.25 | $ | 234,375 | |||||||||||
Nonvested at June 30, 2014 | 375,000 | $ | 0.165 | 4.25 | $ | 703,125 | |||||||||||
Schedule of weighted-average grant date fair value of options granted | ' | ||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Grant-Date | |||||||||||||||||
Stock Options | Shares | Fair Value | |||||||||||||||
Nonvested shares at June 30, 2013 | - | ||||||||||||||||
Granted | 1,985,000 | $ | 0.39 | ||||||||||||||
Vested/Issued | (1,410,000 | ) | 0.2 | ||||||||||||||
Forfeited | (200,000 | ) | 0.1 | ||||||||||||||
Nonvested shares at June 30, 2014 | 375,000 | $ | 1.27 |
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of current and deferred income tax provision (benefit) for federal, state and foreign income taxes | ' | ||||||||
2014 | 2013 | ||||||||
Current tax provision (benefit): | |||||||||
Federal | $ | - | $ | - | |||||
State | 2,400 | 1,600 | |||||||
2,400 | 1,600 | ||||||||
Deferred tax provision (benefit): | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
- | - | ||||||||
Total provision for income taxes | $ | 2,400 | $ | 1,600 | |||||
Schedule of reconciliation of income taxes computed by applying the federal statutory income tax rate | ' | ||||||||
2014 | 2013 | ||||||||
Expected tax at 34% | $ | (824,993 | ) | $ | (218,294 | ) | |||
State income tax, net of federal tax | (131,592 | ) | 1,600 | ||||||
Nontaxable status - LLC | - | 218,294 | |||||||
Change in valuation allowance | 868,879 | - | |||||||
Non-deductible expenses | 49,724 | - | |||||||
Other | 40,382 | - | |||||||
Provision for income taxes | $ | 2,400 | $ | 1,600 | |||||
Schedule of components of deferred tax assets and liabilitie | ' | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: (liabilities) | |||||||||
Net operating loss | $ | 1,646,530 | $ | - | |||||
Accruals | 46,297 | - | |||||||
Compensation | 67,927 | - | |||||||
State tax | 816 | - | |||||||
Bad debt reserve | 26,523 | - | |||||||
Accounting method change | - | 1,062,089 | |||||||
Revenue | 159,238 | - | |||||||
Contributions | 456 | - | |||||||
Other | 7,736 | - | |||||||
Total gross deferred tax assets | 1,955,523 | 1,062,089 | |||||||
Valuation allowance | (1,910,592 | ) | (1,041,713 | ) | |||||
Net deferred tax assets | 44,931 | 20,376 | |||||||
Total deferred tax liabilities: | |||||||||
Property and equipment | (44,931 | ) | (20,376 | ) | |||||
Totals | $ | - | $ | - |
Organization_and_description_o2
Organization and description of business (Detail Textuals) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Provision for franchisee rescissions and refunds | $530,923 | ' |
Accounts receivable, net | 2,022,317 | ' |
Deferred costs | 738,522 | ' |
Customer advances and deferred revenues | 5,456,969 | ' |
Bank balances exceeding federally insured limits totaled | 360,804 | ' |
Allowance for doubtful accounts | 66,581 | ' |
Method used for depreciation of property and equipment | 'straight-line method | ' |
Depreciation and amortization expense | 59,236 | 46,620 |
Advertising Expense | $527,018 | $698,692 |
Anti-dilutive stock options excluded from earnings per share | 500,000 | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life | 'five to seven years | ' |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life | '63 months | ' |
Acquisition_Detail_Textuals
Acquisition (Detail Textuals) (USD $) | 1 Months Ended | ||
Jul. 19, 2013 | Jul. 22, 2013 | Jul. 19, 2013 | |
Business Transfer And Indemnity Agreement | Fresh Healthy Vending LLC | ||
Mr. Daniel Duval | Acquisition agreement | ||
Business Acquisition [Line Items] | ' | ' | ' |
Description of stock split | 'Board of Directors approved an 11.67165 to 1 stock split for stockholders of record on July 19, 2013. That stock split was in the form of a stock dividend of 10.67165 shares for each of 575,000 shares outstanding | ' | ' |
Additional shares of common stock for each holder | 10.67165 | ' | ' |
Number of shares held by common shareholders entitled to receive stock dividend | 575,000 | ' | ' |
Number of shares issued in exchange for all FHV-Cal's assets | ' | ' | 15,648,298 |
Consideration paid for reverse merger | ' | $191,000 | ' |
Number of common stock cancelled | ' | 1,000,000 | ' |
Franchise_information_Roll_for
Franchise information - Roll forward of Franchise statistics (Details) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Franchisee | Franchisee | |
Franchise Agreements, Significant Changes In Operations [Roll Forward] | ' | ' |
Franchises in operation | 153 | 128 |
New franchises granted | 51 | 45 |
Franchises cancelled | -22 | -20 |
Franchises in operation | 182 | 153 |
Franchise_information_Detail_T
Franchise information (Detail Texuals) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Machine | Machine | |
Franchise Information [Abstract] | ' | ' |
Initial non-refundable fee per machine | $1,000 | ' |
Minimum number of snack vending machines required to purchase | 10 | ' |
Term of the initial franchise agreement | 'five to ten years | ' |
Franchise renewal fee for one year term | 1,000 | ' |
Franchise renewal fee for five year term | 5,000 | ' |
Franchise agreements , renewal terms | 'Options to renew the franchise for one or five year terms are available for $1,000 or $5,000 per franchise, respectively. | ' |
Royalty fee percentage of gross revenues | 6.00% | ' |
Advertising fee per machine per year | 75 | ' |
Net agency revenues for sales of food and beverages | 88,415 | 96,990 |
Revenues from food and beverages | 2,395,888 | 2,284,140 |
Costs from food and beverages | $2,307,473 | $2,187,150 |
Number of vending machines in operations | 17 | 13 |
Related_party_transactions_Det
Related party transactions (Detail Textuals) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Amounts owed by employees | ' | $173,864 |
Amounts due to employee | $42,000 | ' |
Contingencies_Detail_Textuals
Contingencies (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2014 | |
Franchisee | Franchisee | Seaga Manufacturing, Inc. ("Seaga") | |
Loss Contingencies [Line Items] | ' | ' | ' |
Number of franchisees | 13 | 3 | ' |
Number of franchisees declined rescission | 9 | 1 | ' |
Number of franchisees accepted rescission | 2 | 2 | ' |
Number of franchisees lawsuits againsts seeking rescission | 2 | ' | ' |
Minimum liability for estimated refunds to be paid to the franchisees | $169,000 | ' | ' |
Provision for franchisee rescissions and a related liability | 76,000 | ' | ' |
Amount of complaint seeks damages | ' | ' | $3,300,000 |
Notes_payable_Detail_Textuals
Notes payable (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Jul. 19, 2013 | Jun. 19, 2013 | Jun. 30, 2014 | |
Convertible notes payable | Convertible notes payable | Convertible notes payable | ||
Three entities or individuals | Three entities or individuals | Three entities or individuals | ||
Short-term Debt [Line Items] | ' | ' | ' | ' |
Cash proceeds from issuance of notes payable | ' | ' | $249,999 | ' |
Interest rate on notes payable | ' | ' | 12.00% | ' |
Maturity term for notes payable | ' | ' | 'The notes bore maturity dates ranging from June 30, 2013 to August 31, 2013, the earlier of their being outstanding for 60 days, or upon the transfer of 25% or more of our Company's share ownership or upon our merger with a public company (all as defined in the note agreements). | ' |
Original amount of debt being converted into shares | 402,083 | 210,000 | ' | ' |
Number of shares issued on conversion of debt | ' | 552,418 | ' | ' |
Repayment of principle and accrued interest on notes payable | ' | 33,333 | ' | ' |
Outstanding balance of notes payable | $507,666 | $9,666 | ' | $6,666 |
Notes_payable_Details_Textuals
Notes payable (Details Textuals 1) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Notes Payable [Abstract] | ' | ' |
Percentage of purchase price of securities equal to selling price | 85.00% | ' |
Value of options issued in connection with notes payable | ' | $72,339 |
Method used to calculate | 'Black-Scholes option pricing model | ' |
Volatility of common stock | 88.00% | ' |
Risk-free interest rate | 0.05% | ' |
Forfeiture rate | 0.00% | ' |
Value per share of common stock | $0.45 | ' |
Strike price | 0.38% | ' |
Expected term | '90 days | ' |
Accretion of Discount | $27,692 | $44,647 |
Notes_payable_Detail_Textuals_
Notes payable (Detail Textuals 2) (Convertible notes payable, Three Note holders, USD $) | 1 Months Ended | |
Sep. 26, 2013 | Jul. 19, 2013 | |
Day | ||
Noteholder | ||
Convertible notes payable | Three Note holders | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Cash proceeds from issuance of notes payable | ' | $191,000 |
Number of note holders | ' | 3 |
Interest rate on notes payable | ' | 3.00% |
Maturity period for notes payable | ' | '18 months |
Conversion price at which notes are converted into common stock | ' | $1.25 |
Convertible debt stock price trigger | ' | $1.50 |
Convertible debt threshold trading days | ' | 7 |
Convertible debt consecutive trading days | ' | '20 days |
Number of shares issued on conversion of debt | 153,659 | ' |
Notes_payable_Detail_Textuals_1
Notes payable (Detail Textuals 3) (Initial Notes, USD $) | 1 Months Ended |
Feb. 25, 2014 | |
Investor | |
Initial Notes | ' |
Debt Instrument [Line Items] | ' |
Number of investors | 3 |
Proceeds from issuance of Initial Notes | $501,000 |
Maturity date of Initial Notes | 24-Feb-15 |
Monthly interest rate percentage | 12.00% |
Maximum proceeds to be raise from the issuance of additional notes | $1,500,000 |
Stockholders_deficit_Detail_Te
Stockholders' deficit (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jul. 19, 2013 | Jul. 19, 2013 | Jun. 30, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | |
Convertible notes payable | Fresh Healthy Vending LLC | FHV LLC | FHV LLC | FHV LLC | |||
Three entities or individuals | Acquisition agreement | ||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred units outstanding | ' | ' | ' | ' | 100 | ' | 100 |
Common units outstanding | ' | ' | ' | ' | ' | ' | 100 |
Common units returned | ' | ' | ' | ' | ' | 100 | ' |
Number of shares issued in exchange for all FHV-Cal's assets | ' | ' | ' | 15,648,298 | ' | ' | ' |
Original amount of debt being converted into shares | $402,083 | ' | $210,000 | ' | ' | ' | ' |
Number of shares issued on conversion of debt | ' | ' | 552,418 | ' | ' | ' | ' |
Options issued with notes payable addition to accumulated deficit and a discount from notes payable | ' | 72,339 | 72,339 | ' | ' | ' | ' |
Conversion of notes payable to common stock on September 26, 2013 | $192,083 | ' | ' | ' | ' | ' | ' |
Conversion of notes payable to common stock on September 26, 2013 (in shares) | 153,659 | ' | ' | ' | ' | ' | ' |
Stockholders_deficit_Detail_Te1
Stockholders' deficit (Detail Textuals 1) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stockholders Equity Note [Line Items] | ' | ' |
Number of option issued | 1,985,000 | ' |
Option issuance charges | $270,766 | ' |
Number of options excersied | 1,285,000 | ' |
Member distributions | ' | 40,000 |
Equity Incentive Plan 2013 | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Number of option issued | 1,985,000 | ' |
Common Stock | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Option issuance charges | ' | ' |
Number of options excersied | 1,234,823 | ' |
Common Stock | Former Employee | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Number of shares vested during period | 10,000 | ' |
Value of stock granted during period | 54,500 | ' |
Additional Paid-in Capital | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Option issuance charges | $270,766 | ' |
Number of options excersied | ' | ' |
Stockbased_compensation_Summar
Stock-based compensation - Summary of valuation assumptions for stock options issued (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Expected volatility | 88.00% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.77% |
Expected life in years | '3 years 6 months |
Stockbased_compensation_Summar1
Stock-based compensation - Summary of stock option activity (Details 1) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Options | ' | ' |
Outstanding at beginning of period | ' | ' |
Granted | 1,985,000 | ' |
Exercised | -1,285,000 | ' |
Forfeited | -200,000 | ' |
Outstanding at June 30, 2014 | 500,000 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at beginning of period | ' | ' |
Granted | $0.17 | ' |
Exercised | $0.17 | ' |
Forfeited | $0.17 | ' |
Outstanding at June 30, 2014 | $0.17 | ' |
Weighted Average Remaining Contractual Term (years), Outstanding | '4 years 3 months | ' |
Aggregate Intrinsic Value, Exercised | $6,741,975 | ' |
Aggregate Intrinsic Value, Outstanding | 937,500 | ' |
Vested at June 30, 2014 | 125,000 | ' |
Weighted Averge Exercise Price, Vested | $0.17 | ' |
Weighted Average Remaining Contractual Term (years), Vested | '4 years 3 months | ' |
Aggregate Intrinsic Value, Vested | 234,375 | ' |
Nonvested at June 30, 2014 | 375,000 | ' |
Weighted Average Exercise Price, Nonvested | $0.17 | ' |
Weighted Average Remaining Contractual Term (years), Nonvested | '4 years 3 months | ' |
Aggregate Intrinsic Value, Nonvested | $703,125 | ' |
Stockbased_compensation_Summar2
Stock-based compensation - Summary of weighted-average grant date fair value of options granted (Details 2) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Share based Compensation Arrangement By Share based Payment Award Options Nonvested Number Of Shares [RollForward] | ' |
Nonvested shares at June 30, 2013 | ' |
Granted | 1,985,000 |
Vested/Issued | -1,410,000 |
Forfeited | -200,000 |
Nonvested shares at June 30, 2014 | 375,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' |
Weighted Average Grant-Date Fair Value, Granted | $0.39 |
Weighted Average Grant-Date Fair Value, Vested/Issued | $0.20 |
Weighted Average Grant-Date Fair Value, Forfeited | $0.10 |
Weighted Averge Exercise Price, Nonvested | $1.27 |
Stockbased_compensation_Detail
Stock-based compensation (Details Textuals) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2013 | |
Equity Incentive Plan 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Aggregate number of shares | ' | 2,600,000 |
Total estimated unrecognized compensation cost | $353,889 | ' |
Weighted average period | '25 months | ' |
Weighted Average Grant-Date Fair Value, Granted | $0.39 | ' |
Stockbased_compensation_Detail1
Stock-based compensation (Detail Textuals 1) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Method used for valuation of options issued | 'Black Scholes method |
Stock-based compensation | $270,766 |
Leases_Detail_Textuals
Leases (Detail Textuals) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Leases [Abstract] | ' | ' |
Future minimum lease payments under operating leases June 30, 2015 | $131,839 | ' |
Future minimum lease payments under operating leases June 30, 2016 | 10,432 | ' |
Rent expense | $137,242 | $139,315 |
Income_taxes_Details
Income taxes (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Current tax provision (benefit): | ' | ' |
Federal | ' | ' |
State | 2,400 | 1,600 |
Current tax provision (benefit) total | 2,400 | 1,600 |
Deferred tax provision (benefit): | ' | ' |
Federal | ' | ' |
State | ' | ' |
Deferred tax provision (benefit) total | ' | ' |
Total provision for income taxes | $2,400 | $1,600 |
Income_taxes_Details_1
Income taxes (Details 1) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Expected tax at 34% | ($824,993) | ($218,294) |
State income tax, net of federal tax | -131,592 | 1,600 |
Nontaxable status - LLC | ' | 218,294 |
Change in valuation allowance | 868,879 | 1,041,713 |
Non-deductible expenses | 49,724 | ' |
Other | 40,382 | ' |
Provision for income taxes | $2,400 | $1,600 |
Income_taxes_Details_2
Income taxes (Details 2) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Deferred tax assets: (liabilities) | ' | ' |
Net operating loss | $1,646,530 | ' |
Accruals | 46,297 | ' |
Compensation | 67,927 | ' |
State tax | 816 | ' |
Bad debt reserve | 26,523 | ' |
Accounting method change | ' | 1,062,089 |
Revenue | 159,238 | ' |
Contributions | 456 | ' |
Other | 7,736 | ' |
Total gross deferred tax assets | 1,955,523 | 1,062,089 |
Valuation allowance | -1,910,592 | -1,041,713 |
Net deferred tax assets | 44,931 | 20,376 |
Total deferred tax liabilities: | ' | ' |
Property and equipment | -44,931 | -20,376 |
Totals | ' | ' |
Income_taxes_Detail_Textuals
Income taxes (Detail Textuals) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Expected tax | 34.00% | 34.00% |
Valuation allowance increased | $868,879 | $1,041,713 |
Operating loss carryforwards | $4,100,000 | ' |
Subsequent_events_Detail_Textu
Subsequent events (Detail Textuals) (Subsequent Event, Financing And Security Agreement, Secured Debt, USD $) | 1 Months Ended |
Sep. 23, 2014 | |
Day | |
Subsequent Event | Financing And Security Agreement | Secured Debt | ' |
Subsequent Event [Line Items] | ' |
Maximum borrowing capacity through issuance of convertible secured debt | $1,500,000 |
Maximum borrowing capacity for each tranche | 150,000 |
Proceeds from issuance of convertible secured debt | $150,000 |
Number of micro markets | 25 |
Number of micro markets | 20 |
Due date of convertible secured debt | '24 months |
Extended due date of convertible secured debt | '12 months |
Interest rate on notes payable | 10.00% |
Interest rate of convertible secured debt if extended after due date | 12.00% |
Percentage of common stock price to conversion price of convertible debt instruments | 85.00% |
Number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage | 15 |
Conversion price | $1.28 |