Capitalization | NOTE 8. CAPITALIZATION Convertible Securities On December 9, 2013, the Company entered into a Convertible Securities Purchase Agreement (the Convertible Securities Agreement) with a single investor wherein the Company sold 1,734,104 shares of the convertible securities at a price of $1.73 per share for total net proceeds of approximately $2.8 million (the Investment Amount). If a Qualified Equity Financing as defined in the Convertible Securities Agreement occurred prior to February 15, 2014, then the Investment Amount shall have automatically converted into fully paid and nonassessable shares of the Companys Preferred Stock issued in such Qualified Equity Financing at a price per share equal to sixty percent (60%) of the price per share paid by the other purchasers of Preferred Stock. The Company did not complete a Qualified Equity Financing before February 15, 2014 and in May 2014, the holders of the Convertible Securities agreed to convert all outstanding convertible securities outstanding into 1,734,104 shares of common stock at a price per share of $1.73. Common Stock Issued in Private Placements For the year ended June 30, 2015, the Company sold 9,691,185 shares of its common stock at an average price of $0.53 per share for proceeds of $5,059,308 which are net of fees of $116,060. For the period ended June 30, 2014, the Company sold 4,127,696 shares of its common stock at an average price of $1.19 per share for proceeds of $4,916,590. The Company entered into a stock purchase agreement with Mr. Taku Toguichi, Chairman and CEO of SpaceBoy, a Japan-based artificial intelligence company with which the Company intends to be engaged in the development of digital humans for artificial intelligence. Pursuant to the terms of this agreement, Mr. Toguichi funded $806,000 in exchange for 1,300,000 shares of unregistered common stock. These shares are included in the total 9,691,185 shares of common stock issued in private placements during the year ended June 30, 2015. Common Stock Issued in Share Exchange On September 30, 2014, the Company completed the initial closing under the Share Exchange Agreement pursuant to which it agreed to issue 35,827,309 shares of its unregistered Common Stock, net of cancellations, to the shareholders of Pulse Entertainment in exchange for 17,466,383 shares of its common stock. As part of the Share Exchange, certain of the Companys shareholders who are also shareholders of Pulse Entertainment agreed to cancel 60,910,113 shares of the Companys common stock issuable to them in connection with the Share Exchange. Upon completion of the initial closing, Pulse Entertainment became a subsidiary of the Company in which the Company owned a 93.8% interest at June 30, 2015. The remaining 1,366,000 shares of Pulse Entertainment common stock was exchanged by the Pulse Entertainment shareholders pursuant to the Share Exchange Agreement for 7,399,426 shares of the Companys unregistered common stock. As of June 30, 2015, the Company owns 99.8% of Pulse Entertainment. In July 2015, under the terms of the Share Exchange Agreement as more fully disclosed in Note 6 Non-controlling Interests, the Company issued 199,386 shares of its unregistered common stock to shareholders of Pulse Entertainment in exchange for 36,000 shares of its common stock raising its ownership percentage in Pulse Entertainment to 100%, or wholly owned. Common Stock Issued in Payment of Subsidiary Payable Pulse Entertainment entered into an Investor Introduction Agreement (the Introduction Agreement) with an international advisory services group (the Advisor) in March 2014. Pursuant to the terms of the Introduction Agreement, the Advisor agreed to support the Company in its fund raising process through introductions of potential investors and to assist the Company in developing its investor relations strategy. Pulse Entertainment agreed to pay the Advisor a success fee in cash equal to 6% of all investments resulting from introductions by the Advisor. In addition, the Advisor is entitled to Pulse Entertainment shares equal to 3% of the underlying shares issued in any such transactions. As of June 30, 2014, the Advisor had earned 488,830 shares of Pulse Entertainment common stock, of which 224,869 shares of common stock were issued. A liability had been recognized by Pulse Entertainment for the portion of shares not issued as of June 30, 2014 totaling $456,653. In September 2014, the Company issued 1,461,946 shares of its common stock in payment of the liability as if Pulse Entertainment had paid the Advisor in its shares, and the Advisor immediately exchanged the shares in the companys stock under the Share Exchange Agreement described above. As of June 30, 2015, the Company recorded the par value of the stock at $1,492 and additional paid in capital of $455,191. Common Stock Issued to Service Providers In determining the fair value of the services rendered by third parties, the Company uses the value of the services or the fair value of the common stock at the time the common stock was issued whichever is more readily determinable at the time the services are rendered. In September 2014, the Company entered into an exclusive financial services and advisory agreement with a consultant to assist the Company in its capital market strategies. The fee is payable equally in cash and stock. The Company recorded stock compensation expense of $368,305 upon issuance of 594,039 shares of its common stock. This agreement has been terminated as of December 31, 2014. During the year ended June 30, 2015, the Company issued 1,598,906 shares of its common stock to the Advisor in payment of the services provided under the Agreement, which includes 1,461,946 shares in payment of the liability of Pulse Entertainment as described above. As of June 30, 2015, the Company recorded the par value of the stock at $1,599 and additional paid in capital of $521,369. In November 2014, the Company issued 124,268 shares of its common stock to a consultant in payment of the services to the Companys fundraising efforts. As of June 30, 2015, the Company recorded the par value of the stock at $124 and additional paid in capital of $76,922. On June 30, 2015, the Company issued warrants to a shareholder for their services provided during the capital raise of the preferred stock purchased during the period of January through June 2015. The shareholder was issued a warrant to purchase 324,000 shares of common stock at a price per share equal to $0.01. The warrants have a term of 5 years. During the year ended June 30, 2015, the Company issued 635,107 shares of its common stock to various other vendors in payment of the services provided under their individual agreements, where the Company recorded the par value of the stock at $635 and additional paid in capital of $393,324. Preferred Stock Issued In February, 2015 the Company authorized 18,848,184 shares of the preferred stock, par value $0.001 per share, of the Corporation as Series A Preferred Stock, The Series A Preferred Stock shall be subdivided into two classes: (i) class A-1 of Series A Preferred Stock and (ii) class A-2 of Series A Preferred Stock. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock shall be treated identically for all intents and purposes hereof, but for the different original issuance price of each class. The Series A-1 Preferred Stock and Series A-2 have issuance prices of $0.31 and $0.62 per share, respectively. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation. Upon any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation or a Deemed Liquidation Event, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received per share, an amount equal to one (1) times the original stated value, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment. Each share of Series A Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder. Holders of preferred shares, who are also entitled to convert the preferred shares into an equal amount of common shares, are entitled to vote with the common class of shareholders, on any company matters requiring a vote of the shareholders, on an as if converted basis. The conversion rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A Preferred Stock. All outstanding shares of Series A Preferred Stock are subject to a mandatory conversion requirement and shall automatically be converted into shares of Common Stock, upon either (a) the closing of the sale of shares of Common Stock to the public at a price of at least $5.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (b) the completion of an underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in at least $25,000,000 of proceeds, net of the underwriting discount and commissions, to the Company or (c) the vote or written consent of the preferred. Regardless of the manner of conversion, any conversion of the preferred shares shall occur on a one-to-one basis into an equal amount of common shares. In March 2015, the Company entered into a revenue participation rights and stock purchase agreement with a third party, Holotrack AG of Switzerland, a special purpose company organized principally by a film and entertainment distribution company in Europe. Among the principal terms of the agreement is the right of Holotrack AG to participate in the revenue generated from the Companys planned live theatrical show featuring the digital likeness of Elvis Presley, effectively as a distributor, in an amount equal to 10% of the Companys participation as a producer of the Elvis show. The agreement also required Holotrack AG to fund development and operating expenses of the Company of $3,720,000, in six equal monthly installments of $620,000, from January to June of 2015, in exchange for 6,000,000 newly issued preferred shares and the right to exchange 12,848,184 of its affiliates common shares for preferred shares. As of June 2015, all such installments have been received and Holotrack and its affiliates now hold a total of 18,848,184 preferred shares, the principal rights and benefits of which include a priority return of capital in the event of a liquidation or sale event, weighted average anti-dilution rights and the right to appoint one individual to the Companys board of directors. During the year ended June 30, 2015, five holders of Common Stock exercised their conversion rights to exchange their Common Shares in the Company for Preferred Shares in the Company. The total Preferred Shares issued were 12,848,184 in exchange for 12,848,184 of Common Shares. |