Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Sep. 29, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Engage Mobility, Inc | |
Entity Central Index Key | 1,547,521 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 23,082,567 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets: | ||
Cash | $ 16,201 | |
Accounts receivable, net of allowance for doubtful accounts of $14,660 for 2015 and $14,185 for 2014 | 650 | |
Prepaid expenses | 32,805 | |
Total Current Assets | 49,656 | |
Property and equipment | 16,755 | |
Less: accumulated depreciation | 7,128 | |
Total property, plant and equipment, net | 9,627 | |
Other assets | ||
Intangible assets | $ 26,629 | 74,263 |
TOTAL ASSETS | 26,629 | 133,546 |
Current liabilities: | ||
Accrued expenses | 79,688 | $ 59,025 |
Notes payable | 5,000 | |
Due to related parties | 562,096 | $ 470,000 |
Total current liabilities | $ 646,784 | 529,025 |
Long-term liabilities | ||
Notes payable | 275,000 | |
Convertible notes payable | 2,454 | |
Total Long-term liabilities | 277,454 | |
TOTAL LIABILITIES | $ 646,784 | $ 806,479 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' (deficit) | ||
Common stock - no par value; authorized: 100,000,000 issued and outstanding: 23,082,567 shares and 21,772,567 shares at June 30, 2015 and 2014, respectively. | $ 2,891,995 | $ 1,976,595 |
Additional paid-in capital | 3,091,072 | 2,885,364 |
Accumulated (deficit) | (6,603,222) | (5,534,892) |
TOTAL STOCKHOLDERS' (DEFICIT) | (620,155) | (672,933) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 26,629 | $ 133,546 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $ 14,660 | $ 14,185 |
Common Stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,082,567 | 21,772,567 |
Common stock shares outstanding | 23,082,567 | 21,772,567 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement Of Operations [Abstract] | ||
Revenues | $ 32,086 | $ 87,185 |
Costs of revenues | 6,500 | |
Gross profit | $ 32,086 | 80,685 |
Operating expenses: | ||
General and administrative expenses | 926,152 | 4,259,153 |
Operating loss | (894,066) | $ (4,178,468) |
Other (income) and expense | ||
Loss on disposal of assets | 3,909 | |
Loss on extinguishment of debt | 139,230 | |
Interest expense | 31,125 | $ 905,160 |
Total other expense | 174,264 | 905,160 |
Loss before provision for income taxes | $ (1,068,330) | $ (5,083,628) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (1,068,330) | $ (5,083,628) |
Net loss per common share, basic & diluted | $ (0.05) | $ (0.24) |
Weighted average common shares outstanding, basic & diluted | 22,068,594 | 20,836,050 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Total | COMMON STOCK | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT |
Beginning Balance at Jun. 30, 2013 | $ (280,764) | $ 166,500 | $ 4,000 | $ (451,264) |
Beginning Balance, Shares at Jun. 30, 2013 | 20,126,500 | |||
Stock issued for cash | 1,275,605 | $ 1,275,605 | ||
Stock issued for cash, Shares | 1,343,150 | |||
Stock issued for services, inducements and interest | 234,490 | $ 234,490 | ||
Stock issued for services, inducements and interest, Shares | 47,967 | |||
Stock issued for debt conversion | $ 200,000 | $ 200,000 | ||
Stock issued for debt conversion, Shares | 200,000 | |||
Stock issued for deferred compensation | $ 100,000 | $ (100,000) | ||
Stock issued for deferred compensation, Shares | 54,950 | |||
Options and warrants issued for services and interest | $ 2,807,587 | 2,807,587 | ||
Beneficial conversion feature | 90,444 | 90,444 | ||
Deferred compensation expense recognized | 83,333 | 83,333 | ||
Net Loss | (5,083,628) | $ (5,083,628) | ||
Ending Balance at Jun. 30, 2014 | (672,933) | $ 1,976,595 | $ 2,885,364 | $ (5,534,892) |
Ending Balance, Shares at Jun. 30, 2014 | 21,772,567 | |||
Stock issued for cash | 550,000 | $ 550,000 | ||
Stock issued for cash, Shares | 1,100,000 | |||
Stock issued for debt conversion | 149,678 | $ 191,400 | $ (41,722) | |
Stock issued for debt conversion, Shares | 110,000 | |||
Stock issued for compensations | 174,000 | $ 174,000 | ||
Stock issued for compensations, Shares | 100,000 | |||
Stock based compensation | 247,430 | $ 247,430 | ||
Net Loss | (1,068,330) | $ (1,068,330) | ||
Ending Balance at Jun. 30, 2015 | $ (620,155) | $ 2,891,995 | $ 3,091,072 | $ (6,603,222) |
Ending Balance, Shares at Jun. 30, 2015 | 23,082,567 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,068,330) | $ (5,083,628) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of assets | 3,909 | |
Loss on debt extinguishment | 139,230 | |
Provision for doubtful accounts | 475 | |
Depreciation and amortization | 53,352 | $ 31,828 |
Non-cash interest expense | 7,994 | 42,898 |
Common stock, options and warrants issued for services, interest and inducements | 421,430 | 3,125,410 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 175 | 7,850 |
Decrease (increase) in prepaid expenses | 32,805 | (32,805) |
Increase in accrued expenses | 20,663 | 37,085 |
Net cash used in operating activities | $ (388,297) | (1,871,362) |
Cash flows from investing activities: | ||
Disposition of intangible asset | (74,963) | |
Disposition of property and equipment | (13,797) | |
Net cash (used in) investing activities | (88,760) | |
Cash flows from financing activities: | ||
Advances from related parties | $ 92,096 | 470,000 |
Cash overdraft | (14,282) | |
Proceeds of note payable | $ 181,000 | 180,000 |
Proceeds of convertible note payable | 250,000 | |
Repayment of note payable | $ (451,000) | (185,000) |
Net proceeds from issuance of common stock | 550,000 | 1,275,605 |
Net cash provided by financing activities | 372,096 | 1,976,323 |
Net change in cash | (16,201) | $ 16,201 |
Cash - beginning balance | $ 16,201 | |
Cash - ending balance | $ 16,201 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 20,993 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of note payable to common stock | $ 200,000 | |
Stock issued for debt extinguishment | $ 191,400 | |
Beneficial conversion feature on note payable | $ 90,444 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jun. 30, 2015 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 NATURE OF OPERATIONS Engage Mobility, Inc. (the “Company”) was incorporated on December 28, 2011 under the laws of the State of Florida as MarketKast Incorporated. On March 22, 2013, the Company changed its name to Engage Mobility, Inc. The Company functioned as a provider of mobile marketing services, online and mobile video production, distribution, syndication and marketing services for business owners. On April 9, 2015, a Stock Purchase Agreement (“Stock Purchase Agreement”) was entered into by and among Engage International Technology Co. Ltd. (“Engage International”), James S. Byrd, Jr. (“Byrd”) and Douglas S. Hackett (“Hackett”) (collectively, the “Sellers”) who were the principal stockholders of the Company, pursuant to which Engage International acquired from the Sellers a total of 16,462,505 shares of the Company’s common stock, representing 75.61% of the Company’s issued and outstanding shares on that date. Pursuant to the Stock Purchase Agreement, a change in control of the Company has occurred. |
Summary of Accounting Policies
Summary of Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Summary of Accounting Policies [Abstract] | |
SUMMARY OF ACCOUNTING POLICIES | NOTE 2 SUMMARY OF ACCOUNTING POLICIES Basis of Accounting Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on the accompanying statements of operations and cash flows. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Bank overdrafts are presented in the financial statements under the caption “Due to Bank”. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates include the valuation of options and warrants issued for services and compensation and deferred income taxes. Revenue Recognition In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following reflects specific criteria for the various revenues streams of the Company: Revenue for services is recognized at the time the services are rendered. Where the Company has entered into a revenue sharing agreement with a third party, the Company records their proportionate share of the revenue. The Company’s revenues are principally from video distribution and advertising fees via the platform. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customers’ ability to pay and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, including capitalized interest during the construction period, and any expenditures that substantially increase the assets value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for property, plant and equipment categories are as follows: Machinery and equipment 1-2 years Furniture and fixture 2 years Intangible Assets and Long Lived Assets The Company reviews for impairment its long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The Company’s finite lived intangibles, comprised of patents, a mobile platform, and web and domain assets, are being amortized over a period of three years. Fair value of financial instruments The Company’s short-term financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments. The carrying value of the Company’s long-term debt approximates fair value based on the terms and conditions at which the Company could obtain similar financing. Income Taxes In accordance with FASB ASC 740, “Income Taxes” ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of June 30, 2015 and 2014, the Company does not have a liability for any unrecognized tax benefits. All tax periods from inception remain open to examination by taxing authorities. Stock-Based Compensation The Company records the cost resulting from all share-based transactions in the financial statements. The Company applies a fair-value-based measurement in accounting for share-based payment transactions with employees and when the Company acquires goods or services from non-employees in share-based payment transactions. Basic and Diluted Earnings Per Share Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Jun. 30, 2015 | |
Recently Issued Accounting Standards [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | NOTE 3 RECENTLY ISSUED ACCOUNTING STANDARDS In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, or ASU 2015-05. This amendment provides guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity has the option to apply the provisions of ASU 2015-05 either prospectively to all arrangements entered into or materially modified, or retrospectively. We will evaluate the effects, if any, the adoption of ASU 2015-05 will have upon our consolidated financial position, results of operations or cash flows. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For all entities, the ASU is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the potential impact, if any, the adoption of ASU 2014-15 may have on its condensed consolidated financial statements. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014- 08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. This accounting standard update did not have a material impact on the Company’s financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 4 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has an accumulated deficit of approximately $6,600,000 and a working capital deficit of approximately $647,000 at June 30, 2015. In addition, the Company continues to generate operating losses and negative cash flows from operations. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern. While management is attempting to execute its strategy, the Company does not have the cash to support the Company’s daily operations and requires significant additional debt or equity financing. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to obtain additional debt or equity financing, further implement its business plan and generate sufficient revenues to meet its obligations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. During the next 12 months, the Company: - Anticipates to raise additional funds through debt or equity financing. - Intends to work together with its China affiliate, under common control, to further develop the Company’s platform and introduce it to the Chinese market. As the platform matures, the Company plans to reintroduce it into the U.S. and other markets. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 PROPERTY, PLANT AND EQUIPMENT Property and Equipment consist of the following: June 30, 2015 2014 Equipment and furniture $ - $ 16,755 Accumulated depreciation - (7,128 ) $ - $ 9,627 Depreciation expense for the year ended June 30, 2015 and 2014 was $ 6,681 and $7,128, respectively. During the fourth quarter of 2015, the Company disposed of all its property and equipment and recognized a loss on disposal of $3,909. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 INTANGIBLE ASSETS Intangible assets consisted of the following: June 30, 2015 2014 Mobile platform $ 98,000 $ 98,000 Patents 1,000 - Web and domain - 963 Total intangible assets 99,000 98,963 Less: accumulated amortization (72,371 ) (24,700 ) $ 26,629 $ 74,263 Amortization expense for the year ended June 30, 2015 and 2014 was $46,671 and $24,700, respectively. Future estimated amortization expense is $26,629 for the year ended June 30, 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 RELATED PARTY TRANSACTIONS The Company received advances from the following related parties, under common control, to supplement the Company’s working capital. June 30, 2015 2014 Shenzhen Engage Mobile Technology Co., Limited $ 470,000 $ 470,000 Shenzhen Datang Engage Telecom Co., Limited 92,096 - $ 562,096 $ 470,000 Shenzhen Engage Mobile Technology Co., Limited became a related party after Engage International Technology Co., Ltd. purchased 75.61% of the Company’s common stock from two stockholders of the Company on April 9, 2015. The advance is payable on demand and non-interest bearing. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2015 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 NOTES PAYABLE As of June 30, 2014, the Company had borrowed funds pursuant to non-convertible promissory notes of $275,000, bearing interest at 10% per annum. Interest was payable monthly and the principal, together with any unpaid interest, was to be repaid 48 months from the dates of the notes. Total interest accrued on the outstanding note was approximately $21,000 for the year ended. The Company repaid the outstanding balance of the note along with interest on April 9, 2015. During the nine months ended March 31, 2015, the Company borrowed $181,000 pursuant to promissory notes from its two major stockholders of the Company at that time. The notes were fully repaid in April 2015. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2015 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 CONVERTIBLE NOTES PAYABLE During July 2013, the Company issued $250,000 of 10% convertible promissory notes to private investors. The convertible notes were to mature in three years, at which time all outstanding principal and accrued interest was to be paid. The notes were convertible by the investors into the Company’s common stock based upon the price in a proposed registered offering on Form S-1 with $200,000 being convertible at a 20% discount to the offering price of $1.60 per share, or $1.28 per share, and $50,000 being convertible at a 50% discount to the offering price, or $0.80 per share. In addition to the interest due, the Company issued 125,000 warrants to the lenders at an exercise price of 125% of the share price of the offering or $2.00 per share (see Note 7). During February 2014 the holder of the $200,000 convertible note agreed to convert the note into 200,000 shares of the Company’s common stock. This note holder also purchased an additional 100,000 shares of the Company’s common stock for $100,000 in cash. The Company also granted the note holder warrants to purchase 200,000 common shares at $1.50 per share and 200,000 shares at $2.00 per share for a three year period. On April 6, 2015, the holder of the $50,000 convertible note agreed to convert the note and its interest into the 110,000 shares of the Company’s common stock (See Note 11). The loss on extinguishment of the above debt was $139,230 and there was $41,722 decrease to additional paid-in capital for the value allocated to the beneficial conversion feature of the debt. |
Commitments and Contingency
Commitments and Contingency | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingency [Abstract] | |
COMMITMENTS AND CONTINGENCY | NOTE 10 COMMITMENTS AND CONTINGENCY Lease On June 1, 2014, the Company entered into a three-year lease agreement with an unrelated third party. Rent expense for the year ended June 30, 2015 and 2014 was $42,964 and $34,193, respectively. Pursuant to a termination agreement dated May 6, 2015 between the Company and the landlord, the lease has been terminated. Legal Status The Company was involved in one legal proceeding, a breach of contract lawsuit against IRTH Communications, LLC. On May 24, 2014, the Company filed a lawsuit in Orange County, FL (case # 2014-CA-00-2626-O), against IRTH for breach of a contract to provide investor relations services to them. In that lawsuit the Company sought return of $110,000 of monies paid to IRTH, and the cancellation of 54,950 shares of stock issued to IRTH. IRTH subsequently sued the Company for breach of contract, seeking damages and also to have their shares cleared for trading. On December 10, 2014, both parties entered into a settlement agreement to settle and dismiss the suit. As part of the settlement, the Company reissued 54,950 shares to IRTH, which IRTH agreed not to sell, hypothecate, pledge or otherwise transfer any of the stock until after December 15, 2015. The Company is currently not involved in any legal proceedings. |
Stockholders' (Deficit)
Stockholders' (Deficit) | 12 Months Ended |
Jun. 30, 2015 | |
Stockholders' (Deficit) [Abstract] | |
STOCKHOLDERS' (DEFICIT) | NOTE 11 STOCKHOLDERS’ (DEFICIT) Equity Common Stock includes 100,000,000 shares authorized at no par value. 2014 During the year ended June 30, 2014, the Company issued common shares as follows: On July 31, 2013, the Company’s registration statement on Form S-1 became effective. The Company offered for sale a maximum of 6,250,000 shares of its no par value common stock at a price of $1.60 per share. The Company issued 1,343,150 shares of common stock for cash of $1,275,605, among which 312,500 shares had been sold pursuant to the offering. The Company issued 47,967 shares of common stock for services, inducements and interest. These shares were valued at the trading price of the Company’s common shares on the date it was agreed the shares would be issued of $234,490 which has been charged to operations during the period. The Company issued 200,000 shares of common stock for the conversion of a $200,000 note. The fair value of the shares in excess of the note of $84,000 has been charged to operations during the period. The Company issued 54,950 common shares for services to be performed over a one year period, which were valued at their estimated fair value of $100,000 based on the trading price of the Company’s common shares. The value of these shares has been recorded as deferred compensation as a reduction of paid in capital and is being amortized over the one year period during which the related services will be received. At June 30, 2014, $83,333 of deferred compensation has been charged to operations. 2015 On April 6, 2015, the Company issued 110,000 shares of common stock pursuant to the conversion of a $50,000 note issued by the Company, and 100,000 shares of common stock to a consultant in consideration for his service. On April 9, 2015, the Company completed a Subscription Agreement with Engage International Technology Co. Ltd. pursuant to which Engage International purchased 1,100,000 shares of the Company’s restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000. The price was based on the market price of the Company’s stock prior to April 9, 2015 when the agreement was being negotiated. The issuance of the shares was in reliance upon the exemptions from securities registration afforded by Regulation S promulgated under Regulations of the Securities Act of 1933, as amended. The sole purpose and objective of the sale was to use the proceeds received to pay off certain outstanding debts, loans, obligations and liabilities of the Company. Stock Options and Warrants During the year ended June 30, 2014, two employees were granted an aggregate of 614,000 five year options which vested immediately as to 114,000 options and 125,000 options each year over the next 4 years. The options were exercisable at $2.50 per share for 114,000 options, $3.00 per share for 125,000 options, $3.50 per share for 125,000 options, $3.75 for 125,000 options and $4.00 for 125,000 options. The aggregate grant date fair value of the options was approximately $1,415,710, of which $225,719 and $413,398 had been charged to operations during the year ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and 2014, respectively, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $0 and the aggregate intrinsic value of currently exercisable stock options was approximately $0. The intrinsic value of each option share is the difference between the fair market value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the assumed market value of our common stock on June 30, 2015 and 2014, at $0.5 and $2.01 per share. The total number of in-the-money options outstanding and exercisable as of June 30, 2015 and 2014, was 0. The fair value of the options charged to operations during the year ended June 30, 2015 was $247,430. These two employees left the Company in April 2015 and the remaining unvested options were cancelled. The options were valued using a binomial option pricing model with the following assumptions: Volatility 154% - Dividend rate 0% - Interest rate 1.36%-1.66% - Term 5 years A summary of the status of the stock options granted to employees and others as of June 30, 2015 and 2014 are as follows: June 30, 2015 2014 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at beginning of year 614,000 $ 3.37 4.37 - $ - - Changes: Granted - - - 614,000 3.37 - Exercised - - - - - - Forfeited - - - - - - Cancelled 406,250 3.69 - - - - Options outstanding at end of year 207,750 2.73 3.42 614,000 3.37 4.37 Options exercisable at end of year 207,750 $ 2.73 3.42 114,000 $ 2.50 0.83 Stock warrants outstanding at June 30, 2015 are as follows: Number of Shares Weighted Average Remaining Contractual Life (Years) Warrants outstanding at June 30, 2014 1,525,000 0.60 Changes: Granted - - Exercised - - Forfeited - - Cancelled 1,000,000 - Warrants outstanding at June 30, 2015 525,000 1.48 Warrants exercisable at June 30, 2015 525,000 1.48 Stock warrants outstanding at June 30, 2015 were as follows: Date Issued Expiration Date Exercise Number of July 2013 July 2016 $ 2.00 125,000 February 2014 February 2017 $ 1.50 200,000 February 2014 February 2017 $ 2.00 200,000 On April 9, 2015, in anticipation of and in connection with the share purchase by Engage International, the holder of a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00, agreed to its cancellation for no consideration. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 12 INCOME TAXES No provision was made for federal income taxes since the Company has significant net operating losses. At June 30, 2015, the Company had operating loss carryforwards of approximately $3,000,000. The net operating loss carry-forwards may be used to reduce taxable income through the year 2035. The principal difference between the net operating loss for book purposes and income tax purposes results from non-cash charges to operations related to stock options and warrants and common shares issued for services that are not currently deductible for income tax purposes. The availability of the Company’s net operating loss carry-forwards are subject to significant limitation since there was more than 50% positive change in the ownership of the Company’s stock. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of June 30, 2014 and 2015, are as follows: June 30, 2015 2014 Deferred tax assets: Federal net operating loss $ 979,000 $ 457,000 State net operating loss 145,000 67,000 Total deferred tax assets 1,124,000 524,000 Less: valuation allowance (1,124,000 ) (524,000 ) $ - $ - The Company has provided a 100% valuation allowance on the deferred tax assets at June 30, 2015 and 2014, to reduce such assets to zero, since there are significant limitations on the utilization of the Company’s net operating loss carry-forwards and there is no assurance that the Company will generate future taxable income to utilize such assets. Management reviews this valuation allowance requirement periodically and makes adjustments as warranted. The valuation allowance increased $600,000 and $361,000. The reconciliation of the effective income tax rate to the federal statutory rate for the years ended June 30, 2015 and 2014 is as follows: June 30, 2015 2014 Federal income tax rate (34.0 )% (34.0 )% State tax, net of federal benefit (5.0 ) (5.0 ) Increase in valuation allowance 39.0 39.0 Effective income tax rate 0.0 % 0.0 % |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Jun. 30, 2015 | |
Concentration of Credit Risk [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 13 CONCENTRATION OF CREDIT RISK For the year ended June 30, 2015, three customers accounted for approximately 89% of sales. For the year ended June 30, 2014, another three customers accounted for approximately 89% of sales. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Summary of Accounting Policies [Abstract] | |
Basis of Accounting Presentation | Basis of Accounting Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on the accompanying statements of operations and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Bank overdrafts are presented in the financial statements under the caption “Due to Bank”. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates include the valuation of options and warrants issued for services and compensation and deferred income taxes. |
Revenue Recognition | Revenue Recognition In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following reflects specific criteria for the various revenues streams of the Company: Revenue for services is recognized at the time the services are rendered. Where the Company has entered into a revenue sharing agreement with a third party, the Company records their proportionate share of the revenue. The Company’s revenues are principally from video distribution and advertising fees via the platform. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customers’ ability to pay and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, including capitalized interest during the construction period, and any expenditures that substantially increase the assets value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for property, plant and equipment categories are as follows: Machinery and equipment 1-2 years Furniture and fixture 2 years |
Intangible Assets and Long Lived Assets | Intangible Assets and Long Lived Assets The Company reviews for impairment its long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The Company’s finite lived intangibles, comprised of patents, a mobile platform, and web and domain assets, are being amortized over a period of three years. |
Fair value of financial instruments | Fair value of financial instruments The Company’s short-term financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments. The carrying value of the Company’s long-term debt approximates fair value based on the terms and conditions at which the Company could obtain similar financing. |
Income Taxes | Income Taxes In accordance with FASB ASC 740, “Income Taxes” ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of June 30, 2015 and 2014, the Company does not have a liability for any unrecognized tax benefits. All tax periods from inception remain open to examination by taxing authorities. |
Stock-Based Compensation | Stock-Based Compensation The Company records the cost resulting from all share-based transactions in the financial statements. The Company applies a fair-value-based measurement in accounting for share-based payment transactions with employees and when the Company acquires goods or services from non-employees in share-based payment transactions. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. |
Summary of Accounting Policie21
Summary of Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Summary of Accounting Policies [Abstract] | |
Shedule of estimated useful lives for property, plant and equipment | Machinery and equipment 1-2 years Furniture and fixture 2 years |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and Equipment | June 30, 2015 2014 Equipment and furniture $ - $ 16,755 Accumulated depreciation - (7,128 ) $ - $ 9,627 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | June 30, 2015 2014 Mobile platform $ 98,000 $ 98,000 Patents 1,000 - Web and domain - 963 Total intangible assets 99,000 98,963 Less: accumulated amortization (72,371 ) (24,700 ) $ 26,629 $ 74,263 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Company's working capital | June 30, 2015 2014 Shenzhen Engage Mobile Technology Co., Limited $ 470,000 $ 470,000 Shenzhen Datang Engage Telecom Co., Limited 92,096 - $ 562,096 $ 470,000 |
Stockholders' (Deficit) (Tables
Stockholders' (Deficit) (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Stockholders' (Deficit) [Abstract] | |
Summary of the stock options granted to employees and others | June 30, 2015 2014 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at beginning of year 614,000 $ 3.37 4.37 - $ - - Changes: Granted - - - 614,000 3.37 - Exercised - - - - - - Forfeited - - - - - - Cancelled 406,250 3.69 - - - - Options outstanding at end of year 207,750 2.73 3.42 614,000 3.37 4.37 Options exercisable at end of year 207,750 $ 2.73 3.42 114,000 $ 2.50 0.83 |
Summary of stock warrants outstanding | Number of Shares Weighted Average Remaining Contractual Life (Years) Warrants outstanding at June 30, 2014 1,525,000 0.60 Changes: Granted - - Exercised - - Forfeited - - Cancelled 1,000,000 - Warrants outstanding at June 30, 2015 525,000 1.48 Warrants exercisable at June 30, 2015 525,000 1.48 |
Schedule of stock warrants outstanding | Date Issued Expiration Date Exercise Number of July 2013 July 2016 $ 2.00 125,000 February 2014 February 2017 $ 1.50 200,000 February 2014 February 2017 $ 2.00 200,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Schedule of components of company's deferred tax liabilities and assets | June 30, 2015 2014 Deferred tax assets: Federal net operating loss $ 979,000 $ 457,000 State net operating loss 145,000 67,000 Total deferred tax assets 1,124,000 524,000 Less: valuation allowance (1,124,000 ) (524,000 ) $ - $ - |
Schedule of reconciliation of the effective income tax rate to the federal statutory rate | June 30, 2015 2014 Federal income tax rate (34.0 )% (34.0 )% State tax, net of federal benefit (5.0 ) (5.0 ) Increase in valuation allowance 39.0 39.0 Effective income tax rate 0.0 % 0.0 % |
Nature of Operations (Details)
Nature of Operations (Details) | Apr. 09, 2015shares |
Nature of Operations [Abstract] | |
Common stock acquired from sellers | 16,462,505 |
Percentage of company's common stock acquired | 75.61% |
Summary of Accounting Policie28
Summary of Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2015 | |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment estimated useful lives | 2 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment estimated useful lives | 1 year |
Furniture and fixture | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment estimated useful lives | 2 years |
Summary of Accounting Policie29
Summary of Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Accounting policies (Textual) | ||
Infinite Intangible assets useful life | 3 years | |
Property and equipment depreciation method | Straight-line method | |
Unrecognized tax benefits |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Going Concern (Textual) | ||
Accumulated (deficit) | $ (6,603,222) | $ (5,534,892) |
Working capital deficit | $ 647,000 |
Property, Plant and Equipment31
Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furniture | $ 16,755 | |
Accumulated depreciation | (7,128) | |
Total property, plant and equipment, net | $ 9,627 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant And Equipment (Textual) | ||
Depreciation expense | $ 6,681 | $ 7,128 |
Disposed of property and equipment and recognized a loss | $ 3,909 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 99,000 | $ 98,963 |
Less: accumulated amortization | (72,371) | (24,700) |
Intangible assets, net | 26,629 | 74,263 |
Mobile platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 98,000 | $ 98,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,000 | |
Web and domain [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 963 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 46,671 | $ 24,700 |
Future amortization expense | $ 26,629 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 562,096 | $ 470,000 |
Shenzhen Engage Mobile Technology Co., Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 470,000 | $ 470,000 |
Shenzhen Datang Engage Telecom Co., Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 92,096 |
Related Party Transactions (D36
Related Party Transactions (Details Textual) | Apr. 09, 2015 |
Related Party Transactions (Textual) | |
Percentage of company's common stock acquired | 75.61% |
Notes Payable (Details)
Notes Payable (Details) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015USD ($)Stockholders | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | |
Notes Payable (Textual) | |||
Notes payable | $ 70,000 | $ 275,000 | |
Interest rate of notes payable | 10.00% | ||
Description of notes payable maturity | Interest was payable monthly and the principal, together with any unpaid interest, was to be repaid 48 months from the dates of the notes. | ||
Debt instrument, maturity date | Apr. 9, 2015 | ||
Interest accrued | $ 21,000 | ||
Promissory notes from related parties | $ 181,000,000 | ||
Number of affiliates | Stockholders | 2 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Apr. 06, 2015 | Feb. 28, 2014 | Jul. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 09, 2015 |
Convertible Notes Payable (Textual) | ||||||
Convertible debt | $ 50,000 | $ 200,000 | ||||
Price per share | $ 0.50 | |||||
Conversion of stock, shares converted | 110,000 | 200,000 | ||||
Additional shares issued to the Noteholders | 100,000 | 1,343,150 | ||||
Additional shares issued to the Noteholders, value | $ 100,000 | $ 1,275,605 | ||||
Loss on debt extinguishment | $ 139,230 | |||||
Decrease in additional paid-in capital | $ 41,722 | |||||
Warrant [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Warrants to purchase shares of common stock | 200,000 | |||||
Exercise Price | $ 1.50 | $ 2 | $ 1 | |||
Term of Warrants | 3 years | |||||
Warrants issued | 125,000 | |||||
Exercise price, percentage | 125.00% | |||||
Warrant One [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Warrants to purchase shares of common stock | 200,000 | |||||
Exercise Price | $ 2 | |||||
Term of Warrants | 3 years | |||||
Private Investors [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Convertible promissory notes issued | $ 250,000 | |||||
Convertible promissory notes, percentage | 10.00% | |||||
Convertible note, maturity term | 3 years | |||||
Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Convertible debt | $ 200,000 | |||||
Conversion discount rate, percentage | 20.00% | |||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Price per share | $ 1.28 | |||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Price per share | $ 1.60 | |||||
Convertible Notes Payable One [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Convertible debt | $ 50,000 | |||||
Conversion discount rate, percentage | 50.00% | |||||
Price per share | $ 0.80 |
Commitments and Contingency (De
Commitments and Contingency (Details) - USD ($) | Jun. 01, 2014 | May. 24, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 10, 2014 |
Commitments and Contingency (Textual) | |||||
Term of lease agreement | 3 years | ||||
Rent expense | $ 42,964 | $ 34,193 | |||
Loss contingency sought value | $ 110,000 | ||||
Cancellation of shares of stock issued to IRTH | 54,950 | ||||
Company reissued shares to IRTH | 54,950 |
Stockholders' (Deficit) (Detail
Stockholders' (Deficit) (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Options | ||
Options/Warrants outstanding at beginning of year | 614,000 | |
Changes: | ||
Granted | 614,000 | |
Exercised | ||
Forfeited | ||
Cancelled | 406,250 | |
Options/Warrants outstanding at end of year | 207,750 | 614,000 |
Options/Warrants exercisable at end of year | 207,750 | 114,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options outstanding at beginning of year Weighted Average Exercise Price | $ 3.37 | |
Granted | $ 3.37 | |
Exercised | ||
Cancelled | $ 3.69 | |
Options outstanding at end of year Weighted Average Exercise Price | 2.73 | $ 3.37 |
Options exercisable at end of year Weighted Average Exercise Price | $ 2.73 | $ 2.50 |
Options/Warrants outstanding at Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 13 days | |
Options/Warrants outstanding at Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 1 day | 4 years 4 months 13 days |
Options/Warrants exercisable at Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 1 day | 9 months 29 days |
Stockholders' (Deficit) (Deta41
Stockholders' (Deficit) (Details 1) - Warrant [Member] | 12 Months Ended |
Jun. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options/Warrants outstanding at beginning of year | 1,525,000 |
Changes: | |
Granted | |
Exercised | |
Forfeited | |
Cancelled | 1,000,000 |
Options/Warrants outstanding at end of year | 525,000 |
Options/Warrants exercisable at end of year | 525,000 |
Options/Warrants outstanding at Weighted Average Remaining Contractual Life (Years) | 7 months 6 days |
Options/Warrants outstanding at Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 23 days |
Options/Warrants exercisable at Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 23 days |
Stockholders' (Deficit) (Deta42
Stockholders' (Deficit) (Details 2) | 12 Months Ended |
Jun. 30, 2015$ / sharesshares | |
Warrants Issuance One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | July 2,013 |
Expiration Date | July 2,016 |
Exercise Price | $ / shares | $ 2 |
Number of Warrants | 125,000 |
Warrants Issuance Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | February 2,014 |
Expiration Date | February 2,017 |
Exercise Price | $ / shares | $ 1.50 |
Number of Warrants | 200,000 |
Warrants Issuance Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | February 2,014 |
Expiration Date | February 2,017 |
Exercise Price | $ / shares | $ 2 |
Number of Warrants | 200,000 |
Stockholders' (Deficit) (Deta43
Stockholders' (Deficit) (Details Textual) | Apr. 09, 2015USD ($)$ / sharesshares | Apr. 06, 2015USD ($)shares | Feb. 28, 2014USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)Employee$ / sharesshares | Jul. 31, 2013$ / sharesshares |
Stockholders' Equity (Deficit) (Textual) | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common Stock, no par value | $ / shares | ||||||
Common stock issued for cash | 100,000 | 1,343,150 | ||||
Common stock issued for cash, value | $ | $ 100,000 | $ 1,275,605 | ||||
Shares sold pursuant to offering | 312,500 | |||||
Stock issued for services, shares | 100,000 | |||||
Shares issued for services | $ | $ 234,490 | |||||
Shares issued upon conversion | $ | $ 50,000 | $ 149,678 | 200,000 | |||
Shares issued upon conversion, shares | 110,000 | |||||
Fair value of the shares in excess of the note charged to operations | $ | $ 84,000 | |||||
Stock issued for deferred compensation | $ | ||||||
Deferred compensation expense recognized | $ | $ 83,333 | |||||
Price per share | $ / shares | $ 0.50 | |||||
Aggregate grant date fair value of options | $ | $ 1,415,710 | |||||
Restricted common stock issued | $ | $ 550,000 | |||||
Restricted common stock issued, shares | 1,100,000 | |||||
Common Stock [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock issued for services, shares | 47,967 | |||||
Shares issued for services | $ | $ 234,490 | |||||
Shares issued upon conversion | $ | $ 191,400 | $ 200,000 | ||||
Shares issued upon conversion, shares | 110,000 | 200,000 | ||||
Stock issued for deferred compensation | $ | $ 100,000 | |||||
Stock issued for deferred compensation, Shares | 54,950 | |||||
Price per share | $ / shares | $ 1.60 | |||||
Maximum number of shares authorized | 6,250,000 | |||||
Stock option [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options, Granted | 614,000 | |||||
Stock option term | 5 years | |||||
Stock options vested | 114,000 | |||||
Stock options exercisable price per share | $ / shares | $ 2.50 | |||||
Aggregate grant date fair value of options | $ | $ 225,719 | $ 413,398 | ||||
Aggregate intrinsic value of stock options outstanding and expected to vest | $ | 0 | 0 | ||||
Aggregate intrinsic value | $ | $ 0 | $ 0 | ||||
Fair value assumptions method | Binomial option pricing model | |||||
Expected term | 5 years | |||||
Volatility | 154.00% | |||||
Dividend rate | 0.00% | |||||
Maximum interest rate | 1.66% | |||||
Minimum interest rate | 1.36% | |||||
Number of employees | Employee | 2 | |||||
Number of in-the-money options outstanding and exercisable | $ | $ 0 | $ 0 | ||||
Market value of common stock, Per share | $ / shares | $ 0.5 | $ 2.01 | ||||
Fair value of options charged to operations | $ | $ 247,430 | |||||
Stock option [Member] | Vesting year one [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options expected to vest over the next 4 years | 125,000 | |||||
Stock option expected to vest price per share | $ / shares | $ 3 | |||||
Stock option [Member] | Vesting year two [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options expected to vest over the next 4 years | 125,000 | |||||
Stock option expected to vest price per share | $ / shares | $ 3.50 | |||||
Stock option [Member] | Vesting year three [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options expected to vest over the next 4 years | 125,000 | |||||
Stock option expected to vest price per share | $ / shares | $ 3.75 | |||||
Stock option [Member] | Vesting year four [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options expected to vest over the next 4 years | 125,000 | |||||
Stock option expected to vest price per share | $ / shares | $ 4 | |||||
Warrant [Member] | ||||||
Stockholders' Equity (Deficit) (Textual) | ||||||
Stock options, Granted | ||||||
Stock option term | 1 year 5 months 23 days | |||||
Warrant to purchase shares of common stock agreed to cancellation | 1,000,000 | |||||
Exercise Price | $ / shares | $ 1.50 | $ 1 | $ 2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Deferred tax assets: | ||
Federal net operating loss | $ 979,000 | $ 457,000 |
State net operating loss | 145,000 | 67,000 |
Total deferred tax assets | 1,124,000 | 524,000 |
Less: valuation allowance | $ (1,124,000) | $ (524,000) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of the effective income tax rate | ||
Federal income tax rate | (34.00%) | (34.00%) |
State tax, net of federal benefit | (5.00%) | (5.00%) |
Increase in valuation allowance | 39.00% | 39.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes (Textual) | ||
Operating loss carry-forwards | $ 3,000,000 | |
Expiration date of net operating loss carry-forwards | Jun. 30, 2035 | |
Operating loss carry-forwards, limitation | The availability of the Company's net operating loss carry-forwards are subject to significant limitation since there was more than 50% positive change in the ownership of the Company's stock. | |
Valuation allowance on the deferred tax assets | 100.00% | 100.00% |
Increase in valuation allowance | $ 600,000 | $ 361,000 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - Customers | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Concentration of Credit Risk (Textual) | ||
Concentration risk, sales percentage | 89.00% | 89.00% |
Number of customers | 3 | 3 |