Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Oct. 06, 2015 | Dec. 31, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Fresh Healthy Vending International, Inc. | ||
Entity Central Index Key | 1,526,689 | ||
Trading Symbol | vend | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 26,929,302 | ||
Entity Public Float | $ 5,312,279 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets: | ||
Cash | $ 325,337 | $ 607,288 |
Cash in escrow | 93,000 | |
Accounts receivable, net | 2,067,761 | 2,022,317 |
Deferred costs | 884,885 | 738,522 |
Inventories, net | 289,279 | 182,162 |
Prepaid expenses and other current assets | 89,662 | 17,570 |
Total current assets | 3,749,924 | 3,567,859 |
Property and equipment, at cost: | ||
Vending equipment | 312,058 | 171,745 |
Computer hardware and software | 145,060 | 127,694 |
Furniture and fixtures | 40,769 | 36,241 |
Vehicle | 15,597 | 15,597 |
Leasehold improvements | 63,500 | 63,500 |
Property and equipment, cost | 576,984 | 414,777 |
Less accumulated depreciation and amortization | (223,455) | (135,326) |
Net property and equipment | 353,529 | 279,451 |
Deposits | 41,793 | 40,067 |
Total assets | 4,145,246 | 3,887,377 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,047,675 | 1,034,112 |
Customer advances and deferred revenues | 6,428,156 | 5,456,969 |
Provision for franchisee rescissions and refunds | 575,750 | 530,923 |
Accrued personnel expenses | 221,194 | 122,714 |
Notes payable, net of discount of $453,793 in 2015 and $0 in 2014 | 653,873 | 507,666 |
Derivative liability | 397,840 | |
Due to related party | 95,000 | |
Deferred rent | 1,440 | 19,422 |
Total current liabilities | 9,420,928 | 7,671,806 |
Convertible notes payable - long term | 250,000 | |
Total liabilities | $ 9,670,928 | $ 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; 26,784,767 issued and outstanding at June 30, 2015 and 26,546,348 issued and outstanding on June 30, 2014 | $ 26,783 | $ 26,546 |
Additional paid-in capital | 2,072,422 | 1,696,837 |
Accumulated deficit | (7,624,887) | (5,507,812) |
Total stockholders' deficit | (5,525,682) | (3,784,429) |
Total liabilities and stockholders' deficit | $ 4,145,246 | $ 3,887,377 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Statement Of Financial Position [Abstract] | ||
Discount on notes payable (in dollars) | $ 453,793 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 26,784,767 | 26,546,348 |
Common stock, shares outstanding | 26,784,767 | 26,546,348 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||
Vending machine sales, net | $ 5,214,992 | $ 4,592,970 |
Franchise fees | 467,983 | 277,000 |
Company owned machines | 227,117 | 207,731 |
Agency sales (net) | 117,413 | 88,415 |
Other | 246,217 | 91,911 |
Net revenue | 6,273,722 | 5,258,027 |
Cost of revenues | 2,940,528 | 2,539,297 |
Gross margin | 3,333,194 | 2,718,730 |
Operating expenses: | ||
Personnel | 2,863,363 | 2,623,840 |
Marketing | 835,110 | 610,950 |
Professional fees | 395,092 | 752,687 |
Insurance | 139,054 | 112,716 |
Rent | 136,905 | 137,242 |
Depreciation and amortization | 88,517 | 59,236 |
Stock compensation | 297,115 | 270,766 |
Other | 545,645 | 527,626 |
Total operating expenses | 5,300,801 | 5,095,063 |
Loss from operations | (1,967,607) | (2,376,333) |
Other income (expense): | ||
Interest expense | (95,014) | (22,426) |
Accretion of discount on notes payable | (105,057) | (27,692) |
Derivative liability income | 53,803 | |
Total other income (expense), net | (146,268) | (50,118) |
Loss before provision for income taxes | (2,113,875) | (2,426,451) |
Provision for income taxes | 3,200 | 2,400 |
Net loss | $ (2,117,075) | $ (2,428,851) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.08) | $ (0.10) |
Weighted average shares used in computing net loss per share - basic and diluted (in shares) | 26,665,768 | 23,447,814 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 - Green 4 Media | $ 18,383 | $ (18,383) | ||
Outstanding equity prior to reorganization on July 19, 2013 - Green 4 Media (in shares) | 18,382,912 | |||
Cancellation of common shares | $ (11,672) | 11,672 | ||
Cancellation of common shares (in shares) | (11,671,713) | |||
Issuance of common stock for purchase of assets | $ 15,648 | (15,648) | ||
Issuance of common stock for purchase of assets (in shares) | 15,648,298 | |||
Issuance of common stock for cash | $ 2,236 | 993,798 | 996,034 | |
Issuance of common stock for cash (in shares) | 2,235,951 | |||
Conversion of notes payable to common stock on July 19, 2013 | $ 552 | 209,448 | 210,000 | |
Conversion of notes payable to common stock on July 19, 2013 (in shares) | 552,418 | |||
Conversion of notes payable to common stock on September 26, 2013 | $ 154 | 191,929 | $ 192,083 | |
Conversion of notes payable to common stock on September 26, 2013 (in shares) | 153,659 | 153,659 | ||
Exercise of stock options | $ 1,235 | (1,235) | ||
Exercise of stock options (in shares) | 1,234,823 | |||
Issuance of common stock to employee | $ 10 | 54,490 | $ 54,500 | |
Issuance of common stock to employee (in shares) | 10,000 | |||
Stock-based compensation | 270,766 | 270,766 | ||
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 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | $ 51 | (51) | ||
Exercise of stock options (in shares) | 50,922 | |||
Issuance of common stock to employee | $ 186 | 102,001 | $ 102,187 | |
Issuance of common stock to employee (in shares) | 187,497 | |||
Stock-based compensation | 194,928 | 194,928 | ||
Valuation of warrants issued with debt | 78,707 | 78,707 | ||
Net loss | (2,117,075) | (2,117,075) | ||
Balance at Jun. 30, 2015 | $ 26,783 | $ 2,072,422 | $ (7,624,887) | $ (5,525,682) |
Balance (in shares) at Jun. 30, 2015 | 26,784,767 | 26,784,767 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (2,117,075) | $ (2,428,851) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 88,517 | 59,236 |
Interest accretion on notes payable | 105,057 | 27,692 |
Gain on derivative liability | (53,803) | |
Accrued interest on notes payable | 4,962 | |
Issuance of common stock to employee | 102,187 | 54,500 |
Stock-based compensation | 194,928 | 270,766 |
Loss on sales of property and equipment | 6,714 | 10,044 |
Deferred rent | (17,982) | (17,981) |
Bad debt expense | 34,111 | 26,581 |
Allowance for obsolete Inventory | 50,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (79,555) | (739,591) |
Deferred costs | (146,363) | 41,356 |
Inventories | (157,117) | (122,289) |
Prepaid expenses and other assets | (72,092) | (3,567) |
Deposits | (1,726) | (15,752) |
Accounts payable and accrued liabilities | 13,563 | 427,548 |
Customer advances and deferred revenues | 971,187 | 1,386,254 |
Provision for franchisee rescissions and refunds | 44,827 | (85,251) |
Accrued personnel expenses | 98,480 | 38,780 |
Cash flows used in operating activities | (936,142) | (1,065,563) |
Cash flows from investing activities: | ||
Cash in escrow | (93,000) | |
Purchases of property and equipment | (169,747) | (211,316) |
Proceeds from sales of property and equipment | 438 | 22,500 |
Cash flows used in investing activities | (262,309) | (188,816) |
Cash flows from financing activities: | ||
Amounts received from related party | 100,000 | |
Repayments of advances from related party | (5,000) | (42,000) |
Proceeds from issuance of notes payable | 1,196,500 | 692,000 |
Repayment of notes payable | (375,000) | (37,212) |
Proceeds from issuance of common stock | 996,034 | |
Cash flows provided by financing activities | 916,500 | 1,608,822 |
Change in cash | (281,951) | 354,443 |
Cash, beginning of year | 607,288 | 252,845 |
Cash, end of year | 325,337 | 607,288 |
Cash paid for: | ||
Interest expense | 36,871 | 10,322 |
Income taxes | $ 3,200 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of notes payable into common stock | $ 402,083 |
Organization and description of
Organization and description of business | 12 Months Ended |
Jun. 30, 2015 | |
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 subsidiaries, Fresh Healthy Vending LLC ("FHV LLC"), The Fresh and Healthy Vending Corporation, and FHV Acquisition Corp. (“FHV Acquisition”), as a franchisor of healthy drinks and snack vending machines and micro markets that feature 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 national product distribution chain. The Company also operates its own machines and micro markets. 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"). Liquidity and capital resources For the year ended June 30, 2015 we had a net loss totaling $2,117,075 and negative cash flows from operations totaling $936,142. Our cash balance at June 30, 2015 was $325,337. Since the date of the closing of the FHV Acquisition, our sales were less than anticipated and the resulting cash flows from franchise sales was not sufficient to cover expenditures associated with our daily operations resulting in a substantial decrease in our cash balances. Also, we used cash on hand to retire liabilities associated with the franchise rescissions. Our Company has consumed the vast majority of its available cash, including the cash proceeds from the sale of our common stock received in July of 2013 and the issuance of several debt instruments. In order to ensure sufficient liquidity for our continuing operations, we will require additional capital financing in the form of either debt or equity (or a combination thereof) financing. Management believes that it will be able to obtain such financing on terms acceptable to the Company, although there can be no assurance that we will be successful. Our current plans include capital expenditures for the purchase of corporate owned and operated vending machines and micro markets, including the repurchase of machines from franchisees opting to rescind their franchise agreements. Given our current cash position, we may be forced to curtail our plans by delaying or suspending the purchase of machines for our corporate operations. 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 refunds, legal estimates, volatility in the Black Scholes model, 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 and micro markets to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees We recognize revenues and associated costs in connection with franchisees (machines and franchise fees) 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. During fiscal 2015, the Company changed the process by which franchisees order products. Currently, all franchisees order directly from our national distributor and the Company receives a commission of 5% on those purchases. We recognize the commission when earned. The Company recognizes revenue on product sales of company-owned machines when products are purchased; we receive electronic sales records on our company- owned units. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. The Company records the amount of a franchise sale, machines and franchise fees, as deferred revenue until the conditions above have been met. Once the machines are installed, the Company records the corresponding machine and franchise fee as revenue, on a pro rata basis based on the number of machines installed relative to the total machines purchased. The Company records the value of company-owned machines as inventory when purchased. Once the machines are installed, the machine value is transferred to fixed assets and depreciated over its useful life. 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, 2015 and 2014, the Company's provision for franchisee rescissions and refunds totaled $575,750 and $530,923, respectively. There are warranties extended by the machine manufacturer and its distributors, 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 or its distributor. 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 machines plus 100% of the franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due upon our locating 50% of the sites for the vending machines and micro markets. A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,000 Cost per machine: $10,000 Total franchise cost: $110,000 ($1,000 X 10 + $10,000 X 10) Initial payment upon signing contract: $50,000 (100% of franchise fees of $10,000 + 40% of machine cost of $100,000) Upon the signing of the contract, the Company records the initial payment of $50,000 to cash, with the remaining contract value of $60,000 to accounts receivable and records the total contract value of $110,000 to deferred revenue. 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, 2015, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,067,761, $884,885 and $6,428,156, respectively. 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. Furthermore, the Company has deferred revenue of $874,909 in excess of one year as of June 30, 2015 which consisted of the following: amounts related to ongoing franchisees - $562,895; amounts related to a franchisee requesting a hold on location procurement - $201,400; amounts related to franchisees that voluntarily left the system - $110,614. As of June 30, 2014, deferred revenue in excess of one year aggregated $307,250. Deferred revenue consisted of the following as of June 30, 2015 and 2014. 2015 2014 Vending machines - new $ 3,856,387 $ 3,762,224 Vending machines - used 1,244,770 1,114,670 Micro markets - new 800,000 30,000 Franchise fees 522,517 411,500 Other 4,482 138,575 $ 6,428,156 $ 5,456,969 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, 2015. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2015, bank balances, per our bank, exceeding federally insured limits totaled $106,798. 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. Certain states require the Company to maintain customer deposits in escrow accounts until the Company has substantially performed its obligations. At June 30, 2015 and 2014, the Company had $93,000 and $0, respectively maintained in escrow accounts for this purpose. 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 $100,692 and $66,581 at June 30, 2015 and 2014, respectively. Inventories and deferred costs Inventories consist of vending machines and micro markets 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 and micro markets, 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, 2015 and 2014 totaled $88,517 and $59,236, 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, 2015 and 2014, respectively. Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. 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. Effective, August 1, 2015, the Company entered into a new seven year lease agreement for its corporate operations and warehouse facilities. Marketing and advertising We expense marketing and advertising costs as incurred. We have no existing arrangements under which we provide or receive marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled $835,110 and $610,950 for the years ended June 30 2015 and 2014, 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, 2015 and 2014, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. 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, 2015 and 2014, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2015 and 2014. Valuation of options and warrants to purchase common stock and share grants We separately value warrants to purchase common stock when issued in connection with notes payable using the Black Scholes quantitative valuation method. The value of such warrants 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. 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"), under authoritative guidance ASC 718 on stock compensation, using the Black Scholes quantitative valuation method. The resulting compensation expense is recognized in the financial statements on a straight-line basis over the vesting period from the date of grant. Share grants are measured using a fair value method with the resulting compensation cost recognized in the financial statements. Compensation expense is recognized on a straight-line basis over the service period for the stock awards. Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. The Company's financial instruments consisted of cash, cash in escrow, accounts receivable, accounts payable and accrued liabilities, provision for franchisee rescissions and refunds, accrued personnel expenses, due to related party and notes payable. The estimated fair value of these financial instruments approximate the carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. Derivatives and Hedging In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for many convertible instruments with provisions that protect holders from a decline in the stock price. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contains provisions that protect holders from declines in the stock price or otherwise could result in modification of the conversion price under the respective convertible debt agreements. The Company determined that the conversion feature in the convertible notes issued contained such provisions and recorded such instruments as derivative liabilities. See Note 7, Notes payable. 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 1,134,448 and 500,000 at June 30, 2015 and 2014, respectively. 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 In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern 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, 2015 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition 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 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 ($191,000) 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, 2015 | |
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 vending machines or micro markets. 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 generally 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, payable monthly) 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 $117,413 and $88,415 for the years ended June 30, 2015 and 2014, respectively. United States franchise statistics for the years ended June 30, 2015 and 2014 are as follows: Franchises in operation as of June 30, 2013 150 New franchises granted 52 Franchises cancelled (22 ) Franchises in operation as of June 30, 2014 180 New franchises granted 58 Cancelled (28 ) Franchises in operation as of June 30, 2015 210 We operated 60 and 17 vending machines and micro markets for our own benefit as of June 30, 2015 and 2014, respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | 4. Related party transactions On January 13, 2015, the Company's Chairman, Nicholas Yates, agreed to loan the Company up to $200,000 (the "Loan"), each incremental borrowing under the Loan to be evidenced by a promissory note, the first of which was issued on the same date (the "January 2015 Note") in the amount of $100,000. The January 2015 Note bears interest at the rate of 7% per annum, and was set to mature on April 30, 2015. On April 30, 2015, Mr. Yates extended the maturity date on the Loan from April 30, 2015 to July 31, 2015; on July 31, 2015, Mr. Yates further extended the maturity date on the Loan to December 31, 2015. As of June 30, 2015, $95,000 was outstanding under the Loan. On September 18, 2015, Mr. Yates agreed to increase the available loan amount. Concurrent with the Loan increase, the Company borrowed $150,000 under the Loan on September 18, 2015. In connection with the Acquisition Agreement, we 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 our business existing on the date of the Indemnity Agreement (the "GEEM Business"); (2) the assumption by Mr. Duval of all liabilities of our Company and the indemnification by Mr. Duval holding our Company 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 our Company's common stock (all of which were cancelled by our Company). 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, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 5. Concentrations Our vending machines and micro markets are supplied by a single manufacturer. Although there are a limited number of manufacturers of vending machines and micro markets, 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 national 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. The Company, and its franchisees, also use supplemental suppliers for their product selections, in addition to the national distributor. 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, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 6. Contingencies In June 2014, we received an inquiry from the California Department of Business Oversight (“DBO” related to the sale of 15 franchises that occurred between March 2014 and May 2014. On November 7, 2014, the DBO issued a Stop Order and Citation (“Stop Order”), which prohibits us from selling franchises in the state of California until November 7, 2016. The DBO found that we engaged in offers and sales of franchises in California without registration with respect to the three franchise sales we made in August and September 2012, that the sale of 15 franchises that occurred outside the state of California between March 2014 and May 2014 were made pursuant to a franchise disclosure document that contained omissions of material facts by failing to disclose the DBO’s prior stop order and the statement of charges and notice of intent to enter an order to cease and desist issued by the state of Washington, and that our prior management failed to exercise due diligence with regard to our registration and disclosure obligations and exposed prospective franchisees to unreasonable risk. The DBO also denied our registration application filed in California on October 3, 2013, imposed administrative penalties against us of $37,500, required us to pay attorneys’ fees of $18,200 and required us to again offer rescission and restitution to the 15 franchisees who purchased franchises between March 2014 and May 2014. Nine of the 15 franchisees accepted our offer of rescission and six either denied rescission or failed to respond. The total rescission payments, aggregating $934,500, were completed by July 2015. As required by the Stop Order, we developed and implemented a compliance program and engaged an independent monitor for the duration of the Stop Order to review and report to the DBO our compliance activities, including compliance with the Stop Order. 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. On June 11, 2014, Seaga Manufacturing, the Company’s supplier of automatic merchandising equipment, filed a lawsuit in Illinois state court alleging one count of breach of contract claiming that the Company failed to make payments and to meet the yearly minimum volume of purchases. On August 14, 2014, the Company filed its answer, affirmative defenses, and counterclaims against Seaga. The counterclaims included claims for breach of contract, breach of express warranty, breach of implied warranties of merchantability and fitness for particular purpose, and indemnification. On May 1, 2015, the court granted Seaga’s motion to dismiss the Company’s implied warranty claims. On January 9, 2015, Seaga filed a third-party complaint against the manufacturer of the automatic merchandising equipment, Saeco Vending S.P.A., and on August 26, 2015, the court dismissed the third-party complaint. The Company intends to vigorously contest these allegations in court. On May 28, 2014 a franchisee filed a complaint against the Company and certain current and former employees (collectively “Defendants”). The initial Complaint included employment law claims for unpaid wages, which were dismissed on demurrer. Plaintiffs’ operative First Amended Complaint alleges the following six causes of action: (1) Restitution following Rescission; (2) Fraud; (3) Breach of Contract – Franchise Agreement; (4) Breach of Contract – Franchisee Development Team Agreement; (5) Unfair Competition under California Business and Professions Code section 17200; and (6) False Advertising. Each of these causes of action are alleged against the Company. In addition, Plaintiffs named certain individual defendants in their causes of action for Fraud, Unfair Competition, and False Advertising. Defendants filed an Answer to Plaintiffs’ First Amended Complaint in April of 2015. Written discovery has commenced and trial of the matter is currently scheduled to begin in January of 2016. No depositions have taken place and the parties have submitted a joint stipulation to continue the trial until April of 2016. The Company intends to vigorously contest these allegations in Court. 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, 2015 | |
Debt Disclosure [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 Chairman of the Company. 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, 2015 and 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. 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 were set to 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. On September 23, 2014, the holders of the Company’s Initial Notes extended the maturity date from February 14, 2015 to March 15, 2016. On September 23, 2014, the Company entered into a Financing and Security Agreement (the "Financing Agreement") whereby the Company may be able to borrow up to $1.5 million through the issuance of convertible secured debt. The principal terms of the Financing Agreement are as follows: · The Company may borrow up to $1.5 million in tranches of up to $150,000 each. · The first tranche of $150,000 was issued at the closing of the transaction and was used to acquire and put into service Company-owned micro markets. An additional amount of $100,000 was issued during the quarter ended December 31, 2014. The balance at June 30, 2015 was $250,000. · All subsequent tranches shall be in the amount of up to $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 notes payable issued under the terms of the Financing Agreement are 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 accrues at a rate of 10% per annum, and is payable quarterly. In the event the Company elects to extend the maturity date of a tranche, the interest rate will increase to 12% per annum on that tranche. · The lender may at its 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 per share. · 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 are secured by the Company-owned micro markets. There was no beneficial conversion associated with the above note as the stock price was lower than the conversion price. The lender of the Financing Agreement has informed the Company that he does not intend to lend additional amounts under the Financing Agreement. On January 13, 2015, the Company's Chairman, Nicholas Yates, agreed to loan the Company up to $200,000 (the "Loan"), each incremental borrowing under the Loan to be evidenced by a promissory note, the first of which was issued on the same date (the "January 2015 Note") in the amount of $100,000. The January 2015 Note bears interest at the rate of 7% per annum, and was set to mature on April 30, 2015. On April 30, 2015, Mr. Yates extended the maturity date on the Loan from April 30, 2015 to July 31, 2015; on July 31, 2015, Mr. Yates further extended the maturity date on the Loan to December 31, 2015. As of June 30, 2015, $95,000 was outstanding under the Loan. On September 18, 2015, Mr. Yates agreed to increase the loan amount. Concurrent with the Loan increase, the Company borrowed $150,000 under the Loan on September 18, 2015. On March 13, 2015, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Gemini Master Fund, Ltd. (the "Purchaser"), under which the Company issued a Note (the "Note") aggregating $375,000, for a purchase price of $346,500. The Note bears interest at the rate of 12% per annum. The Note matured 90 days from the closing date payable in cash. Under the terms of Purchase Agreement, the Company also issued a warrant (the "Warrant") granting the Purchaser the right to purchase up to 150,000 shares of the Company's common stock at an exercise price of $0.60 per share, subject to adjustments and anti-dilution provisions. The Warrant expires on the seventh anniversary from the issuance date. If the Company, at any time while this Warrant is outstanding, shall issue shares of Common Stock or securities or rights convertible or exchangeable into shares of common stock at a price per share less than the then current exercise price, then the Warrant exercise price shall be reduced to such lower price per share and the number of Warrant shares issuable hereunder shall be increased such that the aggregate exercise price payable hereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. Subject to an anti-dilution adjustment, the Company issued the Purchaser the right to purchase up to an additional 150,000 shares of the Company’s common stock. Concurrent with the Purchaser’s right to purchase additional shares of the Company’s common stock (up to 300,000 shares), the exercise price of the Warrant was reduced to $.30 per share. In connection with the issuance of the Note and Warrant, the Company has recorded $95,625 as a discount on the Note and derivative liability; additionally, $28,500 representing the discount on the proceeds of the Note has been recorded as a discount on the Note payable. We calculated the value of the discount using the Black-Scholes option pricing model employing the following assumptions: volatility of common stock – 88%; risk-free interest rate – 0.77%; forfeiture rate – 0%; value per share of common stock - $0.52; strike price - $0.30; term – 7 years. The discount is amortized as interest expense over the term of the loan using the effective interest rate method. During the year ended June 30, 2015, the Company charged $78,750 to interest expense relating to the discount on the Note. The derivative liability is revalued each period. During the year ended June 30, 2015, the Company has recorded a derivative loss of $45,375. At June 30, 2015 the Company had a derivative liability related to the Purchase Agreement of $95,625. The Note was repaid on June 10, 2015. On August 19, 2015, the Purchaser converted 300,000 warrants into 101,849 share of common stock utilizing the cashless exercise feature. On June 10, 2015, the Company issued a $600,000 convertible promissory note (the “Promissory Note”) with interest payable at 10% per annum. In connection with the issuance of the Promissory Note, the Company also issued 2,000,000 common stock purchase warrants, with a term of four years, at an exercise price of $.75 per share. The Promissory Note matures twelve months from issuance, may be extended for an additional three months, and may be converted at any time in whole or in part, at the lesser of: (i) 25% discount to the next round of financing prior to conversion in excess of $1 million; or (ii) $.30 per share; or, (iii) Commencing six months after issuance date, at the investor’s sole discretion, at a 20% discount to the lowest trading price ten business days prior to conversion. In connection with the issuance of the Promissory Note and warrant, the Company has recorded the fair value of the warrant of $78,707 as additional paid-in capital. Furthermore, the Company has recorded a discount on the Promissory Note of $480,100 and a derivative liability of $401,393 due to the lack of explicit limit on the number of shares that may be required to be issued upon future conversion. The discount is amortized as interest expense over the term of the loan using the effective interest rate method. During the year ended June 30, 2015, the Company charged $26,307 to interest expense relating to the discount on the Promissory Note. The derivative liability is revalued each period. During the year ended June 30, 2015, the Company has recorded a derivative gain of $99,178. At June 30, 2015 the Company had a derivative liability related to the Promissory Note of $302,215. We calculated the value of the discount using the Black-Scholes option pricing model employing the following assumptions: volatility of common stock – 76%; risk-free interest rate – 0.28%; forfeiture rate – 0%; value per share of common stock - $0.45; strike price - $0.75; term – 4 years. The Promissory Note maturity may also be extended for an additional three months. Furthermore, there will be a full ratchet, anti-dilution with respect to the shares of common stock only (no adjustments will be made to the warrants), for any equity or Convertible Debt financing completed or a definitive Term Sheet exercised within twelve months of closing or fifteen months if the Company exercises its one-time extension. The ratchet does not come into effect for any non-convertible debt offering arranged by the Company, its advisors or bankers. As of June 30, 2015 and 2014, notes payable consisted of the following: 2015 2014 Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. The Senior Secured Notes mature on March 15, 2016 $ 501,000 $ 501,000 $600,000 convertible promissory note, bearing interest at 10% per annum. All principal and interest is due on June 10, 2016, net of discount on note of $453,793, 146,207 - Convertible secured debt, bearing interest at 10% per annum, payable quarterly. The convertible secured debt matures two years from each funding. 250,000 - Other 6,666 6,666 903,873 507,666 Less current maturities (653,873 ) (507,666 ) $ 250,000 $ - Maturities of notes payable, net of discounts, are as follows: June 30, 2016 $ 653,873 June 30, 2017 250,000 $ 903,873 |
Stockholders' deficit
Stockholders' deficit | 12 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | 8. Stockholders' deficit 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 investors 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 operations and 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, 2015, the Company issued 735,000 options under the 2013 Equity Incentive Plan (Note 9). In connection with the option issuance, the Company charged $194,928 to operations and additional paid-in capital. Additionally, during the year ended June 30, 2015, 55,552 options (50,922 options on a cashless basis) were exercised and have a vesting term of 36 months. During the year ended June 30, 2015, the Company issued 187,497 shares of common stock to its Chief Executive Officer and Chief Financial Officer. In connection with the stock issuance, the Company recorded the fair value of the shares totaling $102,187 to common stock and additional paid-in capital. In connection with the Purchase Agreement and the issuance of the Warrant (Note 7), the Company has recorded the fair value of $95,625 as a discount on the Note and derivative liability. In connection with the issuance of the Promissory Note and warrant, the Company has recorded the fair value of the warrant of $78,707 as additional paid-in capital. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Jun. 30, 2015 | |
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 shareholdings) 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 were initially not exceed in the aggregate 2,600,000 shares of the common stock of our Company. On July 13, 2015, the Company increased the total number of shares that may be issued under the 2013 Plan to 4,000,000. During the years ended June 30, 2015 and 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 years ended June 30, 2015 and 2014. During the years ended June 30, 2015 and 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 $297,115 and $270,766 for the years ended June 30, 2015, and 2014, respectively. The following table summarizes the stock option activity for the years ended June 30, 2015 and 2014: Options Weighted Averge Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic 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 Granted 735,000 $ 0.508 Exercised (55,552 ) $ 0.165 $ 100,826 Forfeited (45,000 ) $ 0.550 Outstanding at June 30, 2015 1,134,448 $ 0.372 5.38 $ 20,420 Vested at June 30, 2015 291,666 $ 0.165 3.25 $ 65,625 Nonvested at June 30, 2015 842,782 $ 0.443 5.94 $ 44,667 At June 30, 2015, the total estimated unrecognized compensation cost related to non-vested stock options totaled $324,314 which is expected to be recognized over a weighted average period of 16 months. The weighted-average grant date fair value of options granted during the year ended June 30, 2015 was $.30 per share. Stock Options Shares Weighted Average Grant-Date Fair Value Nonvested shares at June 30, 2013 - Granted 1,985,000 $ 0.39 Vested/Issued (1,410,000 ) 0.20 Forfeited (200,000 ) 0.10 Nonvested shares at June 30, 2014 375,000 1.27 Granted 735,000 0.30 Vested/Issued (222,218 ) 1.27 Forfeited (45,000 ) 0.33 Nonvested shares at June 30, 2015 842,782 $ 0.48 Warrants issued in connection with $375,000 Purchase Agreement. The warrants expire in 2022 and have an exercise price of $.30 per share 300,000 Warrants issued in connection with $600,000 Promissory Note. The warrants expire in 2019 and have an exercise price of $.75 per share. 2,000,000 Total warrants issued 2,300,000 These warrants have weighted average remaining contractual life of six years and weighted average exercise price of $0.69 per share. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases corporate and warehouse facilities (the "Facility Leases") in San Diego aggregating 7,083, square feet. Our corporate offices are located at 9605 Scranton Road, Suite 801, San Diego, California 92121. This Facility Lease commenced in May 2010. The current monthly rental payment, including utilities and operating expenses for the Facility Leases, is approximately $15,922. On August 1, 2015, the Company moved its corporate and warehouse facilities to a single location aggregating 8,654 feet at 2620 Financial Court, Suite 100, San Diego California 92117. The new lease is for a term of 84 months. The current monthly rental payment, net of utilities for the facility, is $14,625. Future minimum lease payments under the Company’s Facility Lease is as follows: 2016: $176,800; 2017: $180,168; 2018: $185,419; 2019: $190,855; 2020: $196,481: Thereafter: $428,037 Rent expense totaled $136,905 and $137,242 for the years ended June 30 2015 and 2014, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014, 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: June 30, 2015 June 30, 2014 Current tax provision (benefit): Federal $ - $ - State 3,200 2,400 3,200 2,400 Deferred tax provision (benefit): Federal - - State - - - - Total provision for income taxes $ 3,200 $ 2,400 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, 2015 and 2014: June 30, 2015 June 30, 2014 Expected tax at 34% $ (718,717 ) $ (824,993 ) State income tax, net of federal tax (117,346 ) (131,592 ) Change in valuation allowance 790,150 868,879 Non-deductible expenses 16,343 49,724 Other 32,770 40,382 Provision for income taxes $ 3,200 $ 2,400 Significant components of deferred tax assets and liabilities are shown below: June 30, 2015 June 30, 2014 Deferred tax assets: (liabilities) Net operating loss $ 2,575,240 $ 1,646,530 Accruals 31,317 46,297 Compensation 114,618 67,927 State tax 1,088 816 Bad debt reserve 40,110 26,523 Revenue - 159,238 Contributions 1,304 456 Other - 7,736 Total gross deferred tax assets 2,763,677 1,955,523 Valuation allowance (2,672,770 ) (1,910,592 ) Net deferred tax assets 90,907 44,931 Total deferred tax liabilities: Property and equipment (31,101 ) (44,931 ) Other (59,806 ) - Totals $ - $ - During the years ended June 30, 2015 and 2014, the valuation allowance increased $762,178 and $868,879, respectively. At June 30, 2015, the Company has federal and state net operating loss carryforwards of approximately $6,549,000. The federal and state loss carryforwards begin to expire in 2031 unless previously utilized. Our tax returns for the years 2011 - 2014 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, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | 12. Subsequent events Properties On August 1, 2015, the Company moved its corporate and warehouse facilities to a single location aggregating 8,654 feet at 2620 Financial Court, Suite 100, San Diego California 92117. The new lease is for a term of 84 months. The current monthly rental payment, net of utilities for the facility, is $14,625. Notes payable and related party transactions On September 18, 2015, Mr. Yates, the Company’s Chairman, agreed to loan the Company an additional amount (Note 7). Concurrent with the Loan increase, the Company borrowed $150,000 under the Loan on September 18, 2015. The loan matures on December 31, 2015. On August 19, 2015, Gemini Master Fund Ltd (Note 7) converted 300,000 warrants into 101,849 share of common stock utilizing the cashless exercise feature. Options grant On July 1, 2015, the Company’s Board of Directors granted 50,000 options to an employee of the Company at an exercise price of $0.39 per share. On July 10, 2015, the Company’s Board of Directors granted 125,000 options to an advisor of the Company at an exercise price of $0.41 per share. Common stock grant Effective July 1, 2015, the Company engaged an investor relations firm under a two year contract. The contract includes the grant of 180,000 common shares payable as follows: January 31, 2016 – 45,000 shares; July 31, 2016 – 45,000 shares, January 31, 2017 – 45,000 shares, and July 31, 2017 – 45,000 shares. The contract may be terminated upon 30 days written notice. In the event of termination, the Company will issue common shares based on a prorated basis of 7,500 per month. |
Organization and description 19
Organization and description of business (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
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"). |
Liquidity and capital resources | Liquidity and capital resources For the year ended June 30, 2015 we had a net loss totaling $2,117,075 and negative cash flows from operations totaling $936,142. Our cash balance at June 30, 2015 was $325,337. Since the date of the closing of the FHV Acquisition, our sales were less than anticipated and the resulting cash flows from franchise sales was not sufficient to cover expenditures associated with our daily operations resulting in a substantial decrease in our cash balances. Also, we used cash on hand to retire liabilities associated with the franchise rescissions. Our Company has consumed the vast majority of its available cash, including the cash proceeds from the sale of our common stock received in July of 2013 and the issuance of several debt instruments. In order to ensure sufficient liquidity for our continuing operations, we will require additional capital financing in the form of either debt or equity (or a combination thereof) financing. Management believes that it will be able to obtain such financing on terms acceptable to the Company, although there can be no assurance that we will be successful. Our current plans include capital expenditures for the purchase of corporate owned and operated vending machines and micro markets, including the repurchase of machines from franchisees opting to rescind their franchise agreements. Given our current cash position, we may be forced to curtail our plans by delaying or suspending the purchase of machines for our corporate operations. |
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 refunds, legal estimates, volatility in the Black Scholes model, 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 and micro markets to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees We recognize revenues and associated costs in connection with franchisees (machines and franchise fees) 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. During fiscal 2015, the Company changed the process by which franchisees order products. Currently, all franchisees order directly from our national distributor and the Company receives a commission of 5% on those purchases. We recognize the commission when earned. The Company recognizes revenue on product sales of company-owned machines when products are purchased; we receive electronic sales records on our company- owned units. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. The Company records the amount of a franchise sale, machines and franchise fees, as deferred revenue until the conditions above have been met. Once the machines are installed, the Company records the corresponding machine and franchise fee as revenue, on a pro rata basis based on the number of machines installed relative to the total machines purchased. The Company records the value of company-owned machines as inventory when purchased. Once the machines are installed, the machine value is transferred to fixed assets and depreciated over its useful life. 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, 2015 and 2014, the Company's provision for franchisee rescissions and refunds totaled $575,750 and $530,923, respectively. There are warranties extended by the machine manufacturer and its distributors, 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 or its distributor. |
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 machines plus 100% of the franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due upon our locating 50% of the sites for the vending machines and micro markets. A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,000 Cost per machine: $10,000 Total franchise cost: $110,000 ($1,000 X 10 + $10,000 X 10) Initial payment upon signing contract: $50,000 (100% of franchise fees of $10,000 + 40% of machine cost of $100,000) Upon the signing of the contract, the Company records the initial payment of $50,000 to cash, with the remaining contract value of $60,000 to accounts receivable and records the total contract value of $110,000 to deferred revenue. 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, 2015, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,067,761, $884,885 and $6,428,156, respectively. 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. Furthermore, the Company has deferred revenue of $874,909 in excess of one year as of June 30, 2015 which consisted of the following: amounts related to ongoing franchisees - $562,895; amounts related to a franchisee requesting a hold on location procurement - $201,400; amounts related to franchisees that voluntarily left the system - $110,614. As of June 30, 2014, deferred revenue in excess of one year aggregated $307,250. Deferred revenue consisted of the following as of June 30, 2015 and 2014. 2015 2014 Vending machines - new $ 3,856,387 $ 3,762,224 Vending machines - used 1,244,770 1,114,670 Micro markets - new 800,000 30,000 Franchise fees 522,517 411,500 Other 4,482 138,575 $ 6,428,156 $ 5,456,969 |
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, 2015. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2015, bank balances, per our bank, exceeding federally insured limits totaled $106,798. 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. Certain states require the Company to maintain customer deposits in escrow accounts until the Company has substantially performed its obligations. At June 30, 2015 and 2014, the Company had $93,000 and $0, respectively maintained in escrow accounts for this purpose. |
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 $100,692 and $66,581 at June 30, 2015 and 2014, respectively. |
Inventories and deferred costs | Inventories and deferred costs Inventories consist of vending machines and micro markets 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 and micro markets, 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, 2015 and 2014 totaled $88,517 and $59,236, 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, 2015 and 2014, respectively. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. |
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. Effective, August 1, 2015, the Company entered into a new seven year lease agreement for its corporate operations and warehouse facilities |
Marketing and advertising | Marketing and advertising We expense marketing and advertising costs as incurred. We have no existing arrangements under which we provide or receive marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled $835,110 and $610,950 for the years ended June 30 2015 and 2014, 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, 2015 and 2014, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. 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, 2015 and 2014, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2015 and 2014. |
Valuation of options and warrants to purchase common stock and share grants | Valuation of options and warrants to purchase common stock and share grants We separately value warrants to purchase common stock when issued in connection with notes payable using the Black Scholes quantitative valuation method. The value of such warrants 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. 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"), under authoritative guidance ASC 718 on stock compensation, using the Black Scholes quantitative valuation method. The resulting compensation expense is recognized in the financial statements on a straight-line basis over the vesting period from the date of grant. Share grants are measured using a fair value method with the resulting compensation cost recognized in the financial statements. Compensation expense is recognized on a straight-line basis over the service period for the stock awards. |
Fair value of financial instruments | Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. The Company's financial instruments consisted of cash, cash in escrow, accounts receivable, accounts payable and accrued liabilities, provision for franchisee rescissions and refunds, accrued personnel expenses, due to related party and notes payable. The estimated fair value of these financial instruments approximate the carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. |
Derivatives and Hedging | Derivatives and Hedging In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for many convertible instruments with provisions that protect holders from a decline in the stock price. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contains provisions that protect holders from declines in the stock price or otherwise could result in modification of the conversion price under the respective convertible debt agreements. The Company determined that the conversion feature in the convertible notes issued contained such provisions and recorded such instruments as derivative liabilities. See Note 7, Notes payable. |
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 1,134,448 and 500,000 at June 30, 2015 and 2014, respectively. |
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 In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern 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. |
Organization and description 20
Organization and description of business (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of deferred revenue | 2015 2014 Vending machines - new $ 3,856,387 $ 3,762,224 Vending machines - used 1,244,770 1,114,670 Micro markets - new 800,000 30,000 Franchise fees 522,517 411,500 Other 4,482 138,575 $ 6,428,156 $ 5,456,969 |
Franchise information (Tables)
Franchise information (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Franchise Information [Abstract] | |
Schedule of franchise statistics | Franchises in operation as of June 30, 2013 150 New franchises granted 52 Franchises cancelled (22 ) Franchises in operation as of June 30, 2014 180 New franchises granted 58 Cancelled (28 ) Franchises in operation as of June 30, 2015 210 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | 2015 2014 Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. The Senior Secured Notes mature on March 15, 2016 $ 501,000 $ 501,000 $600,000 convertible promissory note, bearing interest at 10% per annum. All principal and interest is due on June 10, 2016, net of discount on note of $453,793, 146,207 - Convertible secured debt, bearing interest at 10% per annum, payable quarterly. The convertible secured debt matures two years from each funding. 250,000 - Other 6,666 6,666 903,873 507,666 Less current maturities (653,873 ) (507,666 ) $ 250,000 $ - Maturities of notes payable, net of discounts, are as follows: June 30, 2016 $ 653,873 June 30, 2017 250,000 $ 903,873 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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 | Options Weighted Averge Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic 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 Granted 735,000 $ 0.508 Exercised (55,552 ) $ 0.165 $ 100,826 Forfeited (45,000 ) $ 0.550 Outstanding at June 30, 2015 1,134,448 $ 0.372 5.38 $ 20,420 Vested at June 30, 2015 291,666 $ 0.165 3.25 $ 65,625 Nonvested at June 30, 2015 842,782 $ 0.443 5.94 $ 44,667 |
Schedule of weighted-average grant date fair value of options granted | Stock Options Shares Weighted Average Grant-Date Fair Value Nonvested shares at June 30, 2013 - Granted 1,985,000 $ 0.39 Vested/Issued (1,410,000 ) 0.20 Forfeited (200,000 ) 0.10 Nonvested shares at June 30, 2014 375,000 1.27 Granted 735,000 0.30 Vested/Issued (222,218 ) 1.27 Forfeited (45,000 ) 0.33 Nonvested shares at June 30, 2015 842,782 $ 0.48 |
Schedule of warrants granted | During the year ended June 30, 2015, following warrants have been granted. Warrants issued in connection with $375,000 Purchase Agreement. The warrants expire in 2022 and have an exercise price of $.30 per share 300,000 Warrants issued in connection with $600,000 Promissory Note. The warrants expire in 2019 and have an exercise price of $.75 per share. 2,000,000 Total warrants issued 2,300,000 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of current and deferred income tax provision (benefit) for federal, state and foreign income taxes | June 30, 2015 June 30, 2014 Current tax provision (benefit): Federal $ - $ - State 3,200 2,400 3,200 2,400 Deferred tax provision (benefit): Federal - - State - - - - Total provision for income taxes $ 3,200 $ 2,400 |
Schedule of reconciliation of income taxes computed by applying the federal statutory income tax rate | June 30, 2015 June 30, 2014 Expected tax at 34% $ (718,717 ) $ (824,993 ) State income tax, net of federal tax (117,346 ) (131,592 ) Change in valuation allowance 790,150 868,879 Non-deductible expenses 16,343 49,724 Other 32,770 40,382 Provision for income taxes $ 3,200 $ 2,400 |
Schedule of components of deferred tax assets and liabilitie | June 30, 2015 June 30, 2014 Deferred tax assets: (liabilities) Net operating loss $ 2,575,240 $ 1,646,530 Accruals 31,317 46,297 Compensation 114,618 67,927 State tax 1,088 816 Bad debt reserve 40,110 26,523 Revenue - 159,238 Contributions 1,304 456 Other - 7,736 Total gross deferred tax assets 2,763,677 1,955,523 Valuation allowance (2,672,770 ) (1,910,592 ) Net deferred tax assets 90,907 44,931 Total deferred tax liabilities: Property and equipment (31,101 ) (44,931 ) Other (59,806 ) - Totals $ - $ - |
Organization and description 25
Organization and description of business (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vending machines - new | $ 3,856,387 | $ 3,762,224 |
Vending machines - used | 1,244,770 | 1,114,670 |
Micro markets - new | 800,000 | 30,000 |
Franchise fees | 522,517 | 411,500 |
Other | 4,482 | 138,575 |
Deferred revenue, total | $ 6,428,156 | $ 5,456,969 |
Organization and description 26
Organization and description of business (Detail Textuals) | 12 Months Ended | ||
Jun. 30, 2015USD ($)Unit | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (2,117,075) | $ (2,428,851) | |
cash flows from operations | (936,142) | (1,065,563) | |
Cash | $ 325,337 | 607,288 | $ 252,845 |
Percentage of commission received on purchases | 5.00% | ||
Provision for franchisee rescissions and refunds | $ 575,750 | 530,923 | |
Percentage of machines for cash consideration | 40.00% | ||
Percentage of franchise fees for cash consideration | 100.00% | ||
Percentage of sites located for vending machines and micro markets | 50.00% | ||
Franchise contract, description | A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,000 Cost per machine: $10,000 Total franchise cost: $110,000 ($1,000 X 10 + $10,000 X 10) Initial payment upon signing contract: $50,000 (100% of franchise fees of $10,000 + 40% of machine cost of$100,000) | ||
Number of units for franchise contract | Unit | 10 | ||
Franchise fee per machine | $ 1,000 | ||
Cost per machine | 10,000 | ||
Total franchise cost | 110,000 | ||
Initial payment upon signing of franchise contract | 50,000 | ||
Accounts receivable from remaining contract value | 60,000 | ||
Deferred revenue | 110,000 | ||
Accounts receivable, net | 2,067,761 | 2,022,317 | |
Deferred costs | 884,885 | 738,522 | |
Customer advances and deferred revenues | 6,428,156 | 5,456,969 | |
Deferred revenue in excess of one year | 874,909 | 307,250 | |
Deferred revenue amounts related to ongoing franchisees | 562,895 | ||
Deferred revenue amount related to franchisee location procurement | 201,400 | ||
Deferred revenue amount for franchisees that voluntarily left system | 110,614 | ||
Bank balances exceeding federally insured limits totaled | 106,798 | ||
Cash in escrow accounts | 93,000 | 0 | |
Allowance for doubtful accounts | $ 100,692 | $ 66,581 |
Organization and description 27
Organization and description of business (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | five to seven years | |
Method used for depreciation of property and equipment | straight-line method | |
Depreciation and amortization expense | $ 88,517 | $ 59,236 |
Marketing and Advertising Expense | $ 835,110 | $ 610,950 |
Option | ||
Property, Plant and Equipment [Line Items] | ||
Total anti-dilutive stock options excluded from earnings per share | 1,134,448 | 500,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 63 months |
Acquisition (Detail Textuals)
Acquisition (Detail Textuals) - USD ($) | 1 Months Ended | |
Jul. 22, 2013 | Jul. 19, 2013 | |
Indemnity Agreement | Mr. Daniel Duval | ||
Business Acquisition [Line Items] | ||
Consideration paid for common stock cancelled | $ 191,000 | |
Number of common shares surrendered | 11,671,713 | |
FHV Cal | Acquisition agreement | ||
Business Acquisition [Line Items] | ||
Number of shares issued in exchange for all FHV-Cal's assets | 15,648,298 |
Franchise information - Roll fo
Franchise information - Roll forward of Franchise statistics (Details) - Franchisee | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Franchise Agreements, Significant Changes In Operations [Roll Forward] | ||
Franchises in operation | 180 | 150 |
New franchises granted | 58 | 52 |
Franchises cancelled | (28) | (22) |
Franchises in operation | 210 | 180 |
Franchise information (Detail T
Franchise information (Detail Texuals) | 12 Months Ended | |
Jun. 30, 2015USD ($)Machine | Jun. 30, 2014USD ($)Machine | |
Franchise Information [Abstract] | ||
Initial non-refundable fee per machine | $ 1,000 | |
Minimum number of snack vending machines required to purchase | Machine | 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 generally 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 | $ 117,413 | $ 88,415 |
Number of vending machines in operations | Machine | 60 | 17 |
Related party transactions (Det
Related party transactions (Detail Textuals) - USD ($) | Jan. 13, 2015 | Sep. 18, 2015 | Jul. 22, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Related Party Transaction [Line Items] | ||||||
Cash proceeds from issuance of notes payable | $ 1,196,500 | $ 692,000 | ||||
Cash payments on loan | 5,000 | $ 42,000 | ||||
Amounts due to employee | $ 95,000 | $ 173,864 | ||||
Indemnity Agreement | Mr. Daniel Duval | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration paid for common stock cancelled | $ 191,000 | |||||
Number of common shares surrendered | 11,671,713 | |||||
Nicholas Yates | January 2015 Note | ||||||
Related Party Transaction [Line Items] | ||||||
Loan amount | $ 200,000 | |||||
Cash proceeds from issuance of notes payable | $ 100,000 | |||||
Interest rate on notes payable | 7.00% | |||||
Nicholas Yates | January 2015 Note | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Cash proceeds from issuance of notes payable | $ 150,000 |
Contingencies (Detail Textuals)
Contingencies (Detail Textuals) | Nov. 07, 2014USD ($)Franchisee | Sep. 30, 2012Franchisee | May. 31, 2014Franchisee |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of franchisees sold | Franchisee | 3 | 15 | |
Number of franchisees accepted rescission | Franchisee | 9 | ||
Number of franchisees declined rescission | Franchisee | 6 | ||
Administrative penalties imposed by DBO | $ 37,500 | ||
Attorneys' fees | 18,200 | ||
Total rescission payments | $ 934,500 |
Notes payable (Details)
Notes payable (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Other | $ 6,666 | $ 6,666 |
Notes payable | 903,873 | 507,666 |
Less current maturities | (653,873) | $ (507,666) |
Notes payable, excluding current maturities | 250,000 | |
Senior Secured Promissory Notes | ||
Debt Instrument [Line Items] | ||
Notes payable | 501,000 | $ 501,000 |
Convertible promissory note | ||
Debt Instrument [Line Items] | ||
Notes payable | 146,207 | |
Convertible secured debt | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 250,000 |
Notes payable (Details) (Parent
Notes payable (Details) (Parentheticals) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 10, 2015 | Jun. 30, 2014 | |
Senior Secured Promissory Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on notes payable | 12.00% | 12.00% | |
Convertible promissory note | |||
Debt Instrument [Line Items] | |||
Interest rate on notes payable | 10.00% | ||
Convertible promissory note | $ 600,000 | ||
Debt discount on note payble | $ 453,793 | ||
Convertible secured debt | |||
Debt Instrument [Line Items] | |||
Interest rate on notes payable | 10.00% | ||
Period of debt repayment | convertible secured debt matures two years |
Notes payable (Details 1)
Notes payable (Details 1) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Disclosure [Abstract] | ||
June 30, 2016 | $ 653,873 | |
June 30, 2017 | 250,000 | |
Maturities of notes payable, net of discounts | $ 903,873 | $ 507,666 |
Notes payable (Detail Textuals)
Notes payable (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 19, 2013 | Jun. 19, 2013 | Jun. 30, 2014 | Jun. 30, 2015 | |
Short-term Debt [Line Items] | ||||
Original amount of debt being converted into shares | $ 402,083 | |||
Outstanding balance of notes payable | 507,666 | $ 653,873 | ||
Convertible notes payable | Three entities or individuals | ||||
Short-term Debt [Line Items] | ||||
Cash proceeds from issuance of notes payable | $ 249,999 | |||
Debt Instrument, Interest Rate, Stated Percentage | 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 | $ 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 | $ 9,666 | $ 6,666 | $ 6,666 | |
Options issued with notes payable addition to accumulated deficit and a discount from notes payable | $ 72,339 |
Notes payable (Details Textuals
Notes payable (Details Textuals 1) | 12 Months Ended |
Jun. 30, 2015$ / shares | |
Notes Payable [Abstract] | |
Percentage of purchase price of securities equal to selling price | 85.00% |
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 | $ 0.447 |
Strike price | 0.38% |
Expected term | 90 days |
Notes payable (Detail Textuals
Notes payable (Detail Textuals 2) - Convertible notes payable - Three Note holders | 1 Months Ended | |
Jul. 19, 2013USD ($)NoteholderDay$ / sharesshares | Jun. 19, 2013$ / shares | |
Debt Instrument [Line Items] | ||
Cash proceeds from issuance of notes payable | $ | $ 191,000 | |
Number of note holders | Noteholder | 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 | Day | 7 | |
Convertible debt consecutive trading days | 20 days | |
Number of shares issued on conversion of debt | shares | 153,659 |
Notes payable (Detail Textual39
Notes payable (Detail Textuals 3) - Initial Notes | 1 Months Ended |
Feb. 25, 2014USD ($)Investor | |
Debt Instrument [Line Items] | |
Number of investors | Investor | 3 |
Proceeds from issuance of Initial Notes | $ 501,000 |
Maturity date of Initial Notes | Feb. 24, 2015 |
Monthly interest rate percentage | 12.00% |
Maximum proceeds to be raise from the issuance of additional notes | $ 1,500,000 |
Notes payable (Detail Textual40
Notes payable (Detail Textuals 4) - Financing And Security Agreement - Convertible secured debt | 1 Months Ended | 3 Months Ended | |
Sep. 23, 2014USD ($)FranchiseeDay$ / shares | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | |
Debt Instrument [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 | ||
Additional proceeds from issuance of secured debt | $ 100,000 | ||
Balance amount of secured debt | $ 250,000 | ||
Maximum amount of subsequent tranches issued | $ 150,000 | ||
Number of micro markets | Franchisee | 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% | ||
Conversion price | $ / shares | $ 1.28 | ||
Number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage | Day | 15 |
Notes payable (Detail Textual41
Notes payable (Detail Textuals 5) - USD ($) | Jan. 13, 2015 | Sep. 18, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Short-term Debt [Line Items] | |||||
Proceeds from issuance of notes payable | $ 1,196,500 | $ 692,000 | |||
Due to related party | $ 95,000 | $ 173,864 | |||
Nicholas Yates | January 2015 Note | |||||
Short-term Debt [Line Items] | |||||
Loan amount | $ 200,000 | ||||
Proceeds from issuance of notes payable | $ 100,000 | ||||
Interest rate on notes payable | 7.00% | ||||
Maturity date of Initial Notes | Apr. 30, 2015 | ||||
Nicholas Yates | January 2015 Note | Subsequent Event | |||||
Short-term Debt [Line Items] | |||||
Proceeds from issuance of notes payable | $ 150,000 |
Notes payable (Detail Textual42
Notes payable (Detail Textuals 6) - USD ($) | Jun. 10, 2015 | Mar. 13, 2015 | Aug. 19, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | |||||
Discount on notes payable (in dollars) | $ 453,793 | $ 0 | |||
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 | $ 0.447 | ||||
Strike price | 0.38% | ||||
Expected term | 90 days | ||||
Convertible promissory note | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 10.00% | ||||
Fair value discount on additional paid-in capital | $ 78,707 | ||||
Discount on notes payable (in dollars) | $ 480,100 | ||||
Method used to calculate | Black-Scholes option pricing model | ||||
Volatility of common stock | 76.00% | ||||
Risk-free interest rate | 0.28% | ||||
Forfeiture rate | 0.00% | ||||
Value per share of common stock | $ 0.45 | ||||
Strike price | 0.75% | ||||
Expected term | 4 years | ||||
Debt discount on interest expense | $ 26,307 | ||||
Derivative liability | 302,215 | ||||
Convertible Notes Payable, Current | $ 600,000 | ||||
Warrants | |||||
Debt Instrument [Line Items] | |||||
Number of common stock called by warrants | 2,000,000 | ||||
Exercise price | $ 0.75 | ||||
Expected term | 4 years | ||||
Gemini Master Fund, Ltd | Warrants | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of common share issued | 101,849 | ||||
Number of common stock called by warrants | 300,000 | ||||
Purchase Agreement | Gemini Master Fund, Ltd | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 375,000 | ||||
Purchase price | $ 346,500 | ||||
Interest rate on notes payable | 12.00% | ||||
Debt discount on interest expense | 78,750 | ||||
Loss on derivative | 45,375 | ||||
Derivative liability | $ 95,625 | ||||
Purchase Agreement | Gemini Master Fund, Ltd | Warrants | |||||
Debt Instrument [Line Items] | |||||
Number of common stock called by warrants | 150,000 | ||||
Exercise price | $ 0.60 | ||||
Number of additional common stock call by warrants | 150,000 | ||||
Exercise price of additional warrants | $ 0.30 | ||||
Threshold limit of number of common stock called by warrants | 300,000 | ||||
Discount on note payble and derivative liability | $ 95,625 | ||||
Discount on notes payable (in dollars) | $ 28,500 | ||||
Method used to calculate | Black-Scholes option pricing model | ||||
Volatility of common stock | 88.00% | ||||
Risk-free interest rate | 0.77% | ||||
Forfeiture rate | 0.00% | ||||
Value per share of common stock | $ 0.52 | ||||
Strike price | 0.30% | ||||
Expected term | 7 years |
Notes payable (Detail Textual43
Notes payable (Detail Textuals 7) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||
Discount on promissory note | $ 453,793 | $ 0 |
Accretion of Discount | 105,057 | $ 27,692 |
Derivative liability due to the lack of explicit limit on the number of shares | $ 397,840 | |
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 | $ 0.447 | |
Strike price | 0.38% | |
Expected term | 90 days | |
Convertible promissory note | ||
Debt Instrument [Line Items] | ||
Description Matures Of Promissory Note | (i) 25% discount to the next round of financing prior to conversion in excess of $1 million; or (ii) $.30 per share; or, (iii) Commencing six months after issuance date, at the investor's sole discretion, at a 20% discount to the lowest trading price ten business days prior to conversion. | |
Due date of convertible secured debt | 12 months | |
Extended due date of convertible secured debt | 3 months | |
Percentage of discount on debt conversion excess of 1 million | 25.00% | |
Conversion price at which notes are converted into common stock | $ 0.30 | |
Percentage of discount on debt conversion six months after issuance date | 20.00% | |
Fair value discount on additional paid-in capital | $ 78,707 | |
Discount on promissory note | 480,100 | |
Debt discount on interest expense | 26,307 | |
Derivative liability due to the lack of explicit limit on the number of shares | 401,393 | |
Derivative Liability | 302,215 | |
Gain on derivative | $ 99,178 | |
Method used to calculate | Black-Scholes option pricing model | |
Volatility of common stock | 76.00% | |
Risk-free interest rate | 0.28% | |
Forfeiture rate | 0.00% | |
Value per share of common stock | $ 0.45 | |
Strike price | 0.75% | |
Expected term | 4 years |
Stockholders' deficit (Detail T
Stockholders' deficit (Detail Textuals) | 1 Months Ended | 12 Months Ended |
Jul. 19, 2013USD ($)Investorshares | Jun. 30, 2014USD ($)shares | |
Stockholders Equity Note [Line Items] | ||
Issuance of common stock | $ 996,034 | |
Original amount of debt being converted into shares | 402,083 | |
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) | shares | 153,659 | |
Convertible notes payable | Three entities or individuals | ||
Stockholders Equity Note [Line Items] | ||
Original amount of debt being converted into shares | $ 210,000 | |
Number of shares issued on conversion of debt | shares | 552,418 | |
Options issued with notes payable addition to accumulated deficit and a discount from notes payable | $ 72,339 | |
Fresh Healthy Vending LLC | Acquisition agreement | ||
Stockholders Equity Note [Line Items] | ||
Issuance of common stock | $ 2,235,951 | |
Number of common share issued | shares | 996,034 | |
Offering Costs | $ 3,966 | |
Number Of Investors | Investor | 18 | |
Number of shares issued in exchange for all FHV-Cal's assets | shares | 15,648,298 |
Stockholders' deficit (Detail45
Stockholders' deficit (Detail Textuals 1) - USD ($) | Mar. 13, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Stockholders Equity Note [Line Items] | |||
Value of stock granted during period | $ 297,115 | $ 270,766 | |
Number of option issued | 735,000 | 1,985,000 | |
Option issuance charges | $ 194,928 | $ 270,766 | |
Number of options excersied | 55,552 | 1,285,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||
Issuance of common stock to employee | $ 102,187 | $ 54,500 | |
Convertible promissory note | |||
Stockholders Equity Note [Line Items] | |||
Fair value discount on additional paid-in capital | $ 78,707 | ||
Purchase Agreement | Gemini Master Fund, Ltd | Warrants | |||
Stockholders Equity Note [Line Items] | |||
Discount on note payble and derivative liability | $ 95,625 | ||
Equity Incentive Plan 2013 | |||
Stockholders Equity Note [Line Items] | |||
Number of option issued | 735,000 | 1,985,000 | |
Common Stock | |||
Stockholders Equity Note [Line Items] | |||
Number of options excersied | 50,922 | 1,234,823 | |
Issuance of common stock to employee | $ 186 | $ 10 | |
Issuance of common stock to employee (in shares) | 187,497 | 10,000 | |
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 | ||
Common Stock | Chief Executive Officer And Chief Financial Officer | |||
Stockholders Equity Note [Line Items] | |||
Issuance of common stock to employee | $ 102,187 | ||
Issuance of common stock to employee (in shares) | 187,497 | ||
Additional Paid-in Capital | |||
Stockholders Equity Note [Line Items] | |||
Option issuance charges | $ 194,928 | 270,766 | |
Issuance of common stock to employee | $ 102,001 | $ 54,490 |
Stock-based compensation - Summ
Stock-based compensation - Summary of valuation assumptions for stock options issued (Details) | 12 Months Ended |
Jun. 30, 2015 | |
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 |
Stock-based compensation - Su47
Stock-based compensation - Summary of stock option activity (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Options | ||
Outstanding at beginning of period | 500,000 | |
Granted | 735,000 | 1,985,000 |
Exercised | (55,552) | (1,285,000) |
Forfeited | (45,000) | (200,000) |
Outstanding at June 30, 2015 | 1,134,448 | 500,000 |
Vested at June 30, 2015 | 291,666 | |
Nonvested at June 30, 2015 | 842,782 | 375,000 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 0.165 | |
Granted | 0.508 | $ 0.169 |
Exercised | 0.165 | 0.171 |
Forfeited | 0.550 | 0.165 |
Outstanding at June 30, 2015 | 0.372 | $ 0.165 |
Weighted Averge Exercise Price, Vested | 0.165 | |
Weighted Average Exercise Price, Nonvested | $ 0.443 | |
Weighted Average Remaining Contractual Term (years), Outstanding | 5 years 4 months 17 days | 4 years 3 months |
Weighted Average Remaining Contractual Term (years), Vested | 3 years 3 months | |
Weighted Average Remaining Contractual Term (years), Nonvested | 5 years 11 months 9 days | |
Aggregate Intrinsic Value, Outstanding | $ 937,500 | |
Aggregate Intrinsic Value Exercised | 100,826 | $ 6,741,975 |
Aggregate Intrinsic Value, Outstanding | 20,420 | $ 937,500 |
Aggregate Intrinsic Value, Vested | 65,625 | |
Aggregate Intrinsic Value, Nonvested | $ 44,667 |
Stock-based compensation - Su48
Stock-based compensation - Summary of weighted-average grant date fair value of options granted (Details 2) - $ / shares | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Shares | ||
Nonvested shares, beggining balance | 375,000 | |
Granted | 735,000 | 1,985,000 |
Vested/Issued | (222,218) | (1,410,000) |
Forfeited | (45,000) | (200,000) |
Nonvested shares , ending balance | 842,782 | 375,000 |
Weighted Average Grant-Date Fair Value | ||
Nonvested shares, beginning balance | $ 1.27 | |
Granted | 0.30 | $ 0.39 |
Vested/Issued | 1.27 | 0.20 |
Forfeited | 0.33 | 0.10 |
Nonvested shares, ending balance | $ 0.48 | $ 1.27 |
Stock-based compensation (Detai
Stock-based compensation (Details 3) | 12 Months Ended |
Jun. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total warrants issued | 2,300,000 |
Warrants | Promissory Note | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total warrants issued | 2,000,000 |
Warrants | Purchase Agreement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total warrants issued | 300,000 |
Stock-based compensation (Det50
Stock-based compensation (Details 3) (Parentheticals) | 12 Months Ended |
Jun. 30, 2015USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 90 days |
Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 0.69 |
Expected term | 6 years |
Warrants | Purchase Agreement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Loan amount | $ | $ 375,000 |
Exercise price | $ 0.30 |
Promissory Note | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 4 years |
Promissory Note | Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Loan amount | $ | $ 600,000 |
Exercise price | $ 0.75 |
Stock-based compensation (Det51
Stock-based compensation (Details Textuals) - USD ($) | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jul. 13, 2015 | Aug. 14, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total estimated unrecognized compensation cost | $ 324,314 | |||
Weighted average period | 16 months | |||
Granted | $ 0.30 | $ 0.39 | ||
Equity Incentive Plan 2013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares | 2,600,000 | |||
Equity Incentive Plan 2013 | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of shares | 4,000,000 |
Stock-based compensation (Det52
Stock-based compensation (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | 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 | $ 297,115 | $ 270,766 |
Leases (Detail Textuals)
Leases (Detail Textuals) | Aug. 01, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($) |
Operating Leased Assets [Line Items] | |||
Area of warehouse | ft² | 7,083 | ||
Future minimum lease payments under operating leases June 30, 2016 | $ 176,800 | ||
Future minimum lease payments under operating leases June 30, 2017 | 180,168 | ||
Future minimum lease payments under operating leases June 30, 2018 | 185,419 | ||
Future minimum lease payments under operating leases June 30, 2019 | 190,855 | ||
Future minimum lease payments under operating leases June 30, 2020 | 196,481 | ||
Future minimum lease payments under operating leases thereafter | 428,037 | ||
Operating expenses for facility leases | 15,922 | ||
Rent expense | $ 136,905 | $ 137,242 | |
Subsequent Event [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of new warehouse | ft² | 8,654 | ||
Operating expenses for facility leases | $ 14,625 | ||
Term of operating lease | 84 months |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Current tax provision (benefit): | ||
Federal | ||
State | $ 3,200 | $ 2,400 |
Current tax provision (benefit) total | $ 3,200 | $ 2,400 |
Deferred tax provision (benefit): | ||
Federal | ||
State | ||
Deferred tax provision (benefit) total | ||
Total provision for income taxes | $ 3,200 | $ 2,400 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 34% | $ (718,717) | $ (824,993) |
State income tax, net of federal tax | (117,346) | (131,592) |
Change in valuation allowance | 790,150 | 868,879 |
Non-deductible expenses | 16,343 | 49,724 |
Other | 32,770 | 40,382 |
Provision for income taxes | $ 3,200 | $ 2,400 |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Deferred tax assets: (liabilities) | ||
Net operating loss | $ 2,575,240 | $ 1,646,530 |
Accruals | 31,317 | 46,297 |
Compensation | 114,618 | 67,927 |
State tax | 1,088 | 816 |
Bad debt reserve | 40,110 | 26,523 |
Revenue | 159,238 | |
Contributions | 1,304 | 456 |
Other | 7,736 | |
Total gross deferred tax assets | 2,763,677 | 1,955,523 |
Valuation allowance | (2,672,770) | (1,910,592) |
Net deferred tax assets | 90,907 | 44,931 |
Total deferred tax liabilities: | ||
Property and equipment | (31,101) | $ (44,931) |
Other | $ (59,806) | |
Totals |
Income taxes (Detail Textuals)
Income taxes (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Valuation allowance increased | $ 790,150 | $ 868,879 |
Operating loss carryforwards | $ 6,549,000 |
Subsequent events (Detail Textu
Subsequent events (Detail Textuals) | Aug. 01, 2015USD ($)ft² | Jul. 10, 2015$ / sharesshares | Jul. 01, 2015$ / sharesshares | Jan. 13, 2015USD ($) | Sep. 18, 2015USD ($) | Aug. 19, 2015shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Jun. 10, 2015shares | Mar. 13, 2015shares |
Subsequent Event [Line Items] | ||||||||||
Operating expenses for facility leases | $ | $ 15,922 | |||||||||
Number of option issued | 735,000 | 1,985,000 | ||||||||
Proceeds from issuance of notes payable | $ | $ 1,196,500 | $ 692,000 | ||||||||
Nicholas Yates | January 2015 Note | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of notes payable | $ | $ 100,000 | |||||||||
Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock called by warrants | 2,000,000 | |||||||||
Purchase Agreement | Gemini Master Fund, Ltd | Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock called by warrants | 150,000 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Area of new warehouse | ft² | 8,654 | |||||||||
Term of operating lease | 84 months | |||||||||
Operating expenses for facility leases | $ | $ 14,625 | |||||||||
Term of contract | 2 years | |||||||||
Number of common stock shares granted | 180,000 | |||||||||
Termination period of written notice | 30 days | |||||||||
Number of common stock shares issued based on prorated basis per month | 7,500 | |||||||||
Subsequent Event | January 31, 2016 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock shares granted | 45,000 | |||||||||
Subsequent Event | July 31, 2016 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock shares granted | 45,000 | |||||||||
Subsequent Event | January 31, 2017 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock shares granted | 45,000 | |||||||||
Subsequent Event | July 31, 2017 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common stock shares granted | 45,000 | |||||||||
Subsequent Event | Nicholas Yates | January 2015 Note | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of notes payable | $ | $ 150,000 | |||||||||
Subsequent Event | Option | Employee | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of option issued | 50,000 | |||||||||
Options, exercise price | $ / shares | $ 0.39 | |||||||||
Subsequent Event | Option | Advisor | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of option issued | 125,000 | |||||||||
Options, exercise price | $ / shares | $ 0.41 | |||||||||
Subsequent Event | Gemini Master Fund, Ltd | Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common share issued | 101,849 | |||||||||
Number of common stock called by warrants | 300,000 |