Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Life Clips, Inc. | |
Entity Central Index Key | 1,604,930 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 53,332,576 | |
Trading Symbol | LCLP | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets | ||
Cash | $ 17,867 | $ 2,644 |
Due from related party | 2,713 | |
Total current assets | $ 17,867 | $ 5,357 |
Other Current Assets | ||
Inventory - Cameras and Accessories | 48,402 | |
Total other current assets | 48,402 | |
Total Current Assets | 66,269 | $ 0 |
Fixed Assets | ||
Developed Software | 92,493 | 40,600 |
Total Fixed Assets | 92,493 | 40,600 |
Total assets | 158,762 | 45,957 |
Current liabilities | ||
Accrued expense | 9,961 | 4,066 |
Note Payable (net of discount of $0 and $46,129, respecively) | 50,500 | $ 38,871 |
Payroll Tax Liabilities | 5,493 | |
Total Current Liabilities | 65,954 | $ 42,937 |
Long Term Liabilities | ||
Derivative Liability - Convertible Notes Payable | 5,481,672 | |
Convertible Notes Payable (Net of debt discount of $674,914.) | 192,663 | |
Total Long Term Liabilities | 5,674,335 | |
Total Liabilities | $ 5,740,289 | $ 42,937 |
Shareholders' deficit | ||
Preferred stock, ($0.001 par value; 20,000,000 shares authorized, no shares were issued and outstanding). | ||
Common stock, ($0.001 par value; 320,000,000 shares authorized, 53,332,576 and 38,037,120 shares issued and outstanding as of March 31, 2016 and June 30, 2015, respectively). | $ 53,333 | $ 38,037 |
Additional paid in capital | 304,666 | 665,283 |
Accumulated deficit | (5,939,526) | (700,300) |
Total shareholders' deficit | (5,581,527) | 3,020 |
Total liabilities and shareholders' deficit | $ 158,762 | $ 45,957 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Note Payable, net of discount | $ 0 | $ 46,129 |
Convertible Notes Payable, net of discount | $ 674,914 | $ 674,914 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 320,000,000 | 320,000,000 |
Common stock, shares issued | 53,332,576 | 38,037,120 |
Common stock, shares outstanding | 53,332,576 | 38,037,120 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues | |||||
Revenues | $ 534 | $ 1,930 | $ 534 | $ 1,952 | |
Cost of goods sold | 1,081 | 1,081 | |||
Gross profit | $ 534 | 849 | $ 534 | 871 | |
Operating costs: | |||||
Compensation paid with stock | $ 578,943 | $ 581,943 | |||
Finance Costs | $ 33,935 | ||||
Payroll Expense | $ 49,992 | 107,574 | |||
Product Development Expense | 22,464 | 45,824 | |||
Professional Fees | 30,908 | $ 2,037 | 52,341 | $ 2,037 | |
Software Fees and Support | 42,880 | 1,496 | 51,796 | 2,053 | |
Travel | 6,090 | 6,049 | 21,429 | 8,006 | |
Other general and administrative expenses | 11,293 | 38,213 | 53,150 | 42,271 | |
Total operating costs | 163,627 | 626,738 | 366,049 | 636,310 | |
(Loss) from operations | (163,093) | $ (625,889) | (365,515) | $ (635,439) | |
Other income (expense) | |||||
Interest expense | (12,175) | (20,824) | |||
Amortization of Debt Discount | (108,305) | (238,793) | |||
Loss on Derivative | 89,358 | (4,614,094) | |||
Total Other Income (Expense) | (31,122) | (4,873,711) | |||
(Loss) before income taxes | $ (194,215) | $ (625,889) | $ (5,239,226) | $ (635,439) | |
Provision for income taxes | |||||
Net (loss) | $ (194,215) | $ (625,889) | $ (5,239,226) | $ (635,439) | |
Basic earnings per share | $ 0.01 | [1] | $ (0.02) | $ (0.07) | $ (0.02) |
Weighted average number of common shares outstanding | 53,332,576 | 38,037,120 | 75,745,579 | 38,037,120 | |
[1] | Less than $0.01 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) | $ (5,239,226) | $ (635,439) |
Accounts Receivable | ||
Accounts Payable | $ 1,321 | |
Common stock compensation | ||
Changes in derivative liabilities | $ 4,614,094 | |
Amortization of Debt discount | 238,793 | |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||
Inventory | (48,411) | |
Due from related party | 2,712 | $ 1,787 |
Accrued expense | (7,722) | |
Accrued interest payable | 13,805 | |
Payroll tax liabilities | 5,493 | |
Net cash (used in) operating activities | (420,462) | $ (632,331) |
Cash flows from investing activities: | ||
Developed software | $ (51,892) | $ (9,600) |
Other | ||
Net cash (used in) provided by investing activities | $ (51,892) | $ (9,600) |
Cash flows from financing activities: | ||
Repurchased of common stock | (345,000) | 95 |
Loans payable - others | (35,000) | $ 651,850 |
Proceed from convertible notes payables | 867,577 | |
Net cash provided by financing activities | 487,577 | $ 651,945 |
Net cash increased in cash | 15,223 | 10,014 |
Cash at beginning of period | 2,644 | 5 |
Cash at end of period | $ 17,867 | $ 10,019 |
Supplemental Disclosures of cash flow information: | ||
Interest | ||
Income taxes |
Organization and Operations
Organization and Operations | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1. ORGANIZATION AND OPERATIONS Business and basis of presentation The Company was in the business of developing, production and distributing motion pictures. The Company entered into a merger and exchange agreement on October 2 nd Life Clips is in business to provide consumers with an alternative way to capture, manage, share, broadcast and enjoy situational life moments. Our core business is to allow individuals to capture and use content. We develop hardware and software solutions to provide individuals a rugged video device which allows consumers to record and take pictures in situations where mobile devices would be prone to breakage. The device can then help users with managing, sharing and enjoying engaging content. On October 2, 2015, the Company completed a stock merger and exchange agreement with Klear Kapture, Inc. (Klear Kapture). Pursuant to the terms of the Share Exchange Agreement, the Company agreed to issue 380,037,120 shares of its unregistered common stock to the shareholders of Klear Kapture in exchange for 10,000 shares of its common stock, representing 100% of its issued and outstanding common stock (the Share Exchange). As part of the Share Exchange, the Company purchased 107,261,000 shares of our common stock from its former executive officers and directors for a price of approximately $ 0.0032 per share (an aggregate of $345,000). Upon the effective date of the transaction, Klear Kapture became a wholly owned subsidiary of Life Clips and our pro-forma shares of common stock outstanding, giving effect to the repurchase of shares from its former executive officers and directors, was 53,332,576. Concurrent with the closing of the Share Exchange on October 2, 2015, Life Clips issued to three accredited investors, a $617,578 aggregate principal amount 3.85% Convertible Note (the Convertible Note). The issuance and sale of the Convertible Note was not registered under the Securities Act at the time of sale and, therefore, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are entitled to convert to an aggregate of 26,426,620 shares of common stock. Since the merger, the Company has focused on developing software and cameras for the action sports market as well as seeking acquisitions that are complimentary to the video market. Our goal is to provide affordable yet high quality technology devices to meet the growing consumer demand for videos and pictures. This field includes creating software to support our hardware offerings in mobile Apps, cloud services, and future offerings in vertical markets for both our hardware and organically designed software. We believe an untapped market exists for the use of the video and picture contents that are created and will be focusing resources to identify and possibly develop applications so consumers can easily manipulate, share, and enjoy their content. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates Cash and cash equivalents Income Tax Basic and Diluted Net Income (Loss) Per Share Intangible Asset Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 8. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock based compensation The Company accounts for stock based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 50550 Equity Based Payments to NonEmployees which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 9618, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. Measurement of share based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share based payment transaction should be determined at the earlier of performance commitment date or performance completion date. Common Stock Preferred Stock Recognition of Revenues Subsequent Events Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Recent Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued Update 2015-03 Interest-Imputation of Interest (Subtopic 835-30):Simplifying the Presentation of Debt Issuance Costs. In December 2014, FASB issued Accounting Standards Update (ASU) No. 2014-18 Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination In January 2015, FASB issued Update No. 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Companys present or future financial statements. |
Uncertainty of Ability to Conti
Uncertainty of Ability to Continue as a Going Concern | 9 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Uncertainty of Ability to Continue as a Going Concern | NOTE 3. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has minimal revenues, net accumulated losses since inception and a shareholders deficit of $(5,939,526). These factors raise doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management funding operating costs and the successful production and sales release of the Life Clips camera. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS At March 31, 2016 and June 30, 2015, a major shareholder owed the Company $-0- and $2,713, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS The Company is developing software. The development cost through March 31, 2016 has totaled $92,493. The software has an infinite useful life and will be tested annually for impairment. December 31, 2015 June 30, 2015 Software $ 92,493 $ 40,600 Less: Impairment Charges Less: Accumulated Amortization Patents - net $ 92,493 $ 40,600 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6. NOTES PAYABLE At March 31, 2016 and June 30, 2015 the Company had notes payable in the amount of $50,500 and $85,500 respectively. As of March 31, 2016 these notes were in default. The notes were a debt obligation without interest. The imputed interest expense is not material when viewed in light of the full financial statements. As of May 13, 2016 the notes have been paid off in full and are no longer in default. |
Convertible Debt - Net
Convertible Debt - Net | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt - Net | NOTE 7. CONVERTIBLE DEBT - NET The Company has recorded derivative liabilities associated with convertible debt instruments, as more fully discussed at Note 8. Third Party Balance June 30, 2015 $ - Proceeds 867,578 Repayments - Less: gross debt discount recorded (867,578 ) Add: Amortization of Debt Discount 192,663 Less Current portion - Long-Term Convertible Debt $ 192,663 On October 2, 2014, the Company completed an offering of its 3.85% Convertible Promissory Notes (the 3.85% Notes) in the aggregate principal amount of $617,578 and on December 7, 2015 the Company completed an offering of its 10% Convertible Promissory Notes (the 10% Notes) in the aggregate principal amount of $250,000 (the 10% Notes, and together with the 3.85% Notes, each a Note and collectively, the Notes), as applicable, with certain accredited investors (the Investors), as defined under Regulation D, Rule 501 of the Securities Act. The entire aggregate principal amount of the Notes of $867,578 was outstanding as of March 31, 2016, such amount being exclusive of securities converted into the Notes separate from the offering of the Notes. Pursuant to the offering of the Notes, the Company received $617,578 and $250,000 in net proceeds on October 2, 2015 and December 7, 2015, respectively. In addition to the terms customarily included in such instruments, the Notes began accruing interest on the date that each Investor submitted the principal balance of such Investors Note, with the interest thereon becoming due and payable on the two year anniversary of said date. Upon a default of the Notes, the interest rate will increase to 18%. The principal balance of each Note and all unpaid interest will become due and payable twenty-four (24) months after the date of issuance. The Notes may be prepaid with or without a penalty depending on the date of the prepayment. The principal and interest under the 3.85% Notes are converted at $0.017 or $0.026. The principal and interest under the 10% Notes are convertible into shares of the Companys common stock at 75% times the Volume Weighted Average Price for a 5 days period prior to the conversion date as quoted on the OTC market and pursuant to the terms of a Security Purchase Agreement, dated as of October 2, 2015 and December 7, 2015, as applicable, by and between the Company and each Investor. In connection with the Notes Offering, the Company entered into Registration Rights Agreements, each dated as of October 2, 2015 and December 7, 2015 and each by and between us and each of the Investors. (B) Terms of Debt The debt carries interest between 3.85% and 10%, and is due in October 2017 and December 2017. All convertible debt in connection with the Notes Offering are convertible at $0.017, $0.026 and $0.176/share (on March 31, 2016), however, the Notes include a ratchet feature, which allows for a lower offering price based on market prices. (C) Future Commitments At March 31, 2016, the Company has outstanding convertible debt of $867,578 which is payable within the next twenty-four months. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 8. DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt issued in 2015. The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: March 31, 2016 June 30, 2015 Fair value at the commitment date - convertible debt $ 2,633,514 $ - Fair value mark to market adjustment - convertible debt 2,848,158 - Totals $ 5,481,672 $ - The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as March 31, 2016: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 257 % Expected term 2 years 1.51-1.67 years Risk free interest rate 0.58% - 0.94 % 0.73-%-0.73 % |
Debt Discount
Debt Discount | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Discount | NOTE 9. DEBT DISCOUNT The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. The Company recorded derivative income of $89,358 and $0 for the three months ended March 31, 2016 and 2015 respectively and a derivative expense of $4,614,094 and $0 for the nine-months ended March 31, 2016 and 2015. Accumulated amortization of derivative discount amounted to $192,663 as of March 31, 2016 and $0 for the year ended June 30, 2015. |
Debt Issue Cost
Debt Issue Cost | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Issue Cost | NOTE 10. DEBT ISSUE COST Balance- June 30, 2015 $ 46,129 Amortization (46,129 ) Balance- March 31, 2016 - The Company recorded amortization expense of $108,305 and $0 for the three months ended March 31, 2016 and 2015, respectively and $238,793 and $0 for the nine months ended March 31, 2016 and 2015, respectively. |
Common Stock
Common Stock | 9 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Common Stock | NOTE 11. COMMON STOCK On October 2, 2015 (the Effective Date) the Company entered into and closed on a merger and exchange agreement (the Share Exchange Agreement) with Klear Kapture in an effort to expand its current line of business. Klear Kapture has developed a body camera and an auditable software solution suitable for use by law enforcement that it intends to produce, market and sell. Following the closing of the Share Exchange Agreement, we intend to continue Klear Kaptures historical business and proposed business and have entered into a services agreement with our former executive officers and directors to operate our film marketing, distribution and production video and APP development businesses pursuant to the terms of a Services Agreement dated October 2, 2015 (the Services Agreement). However, we no longer intend to operate the pre-transaction business of the Company. Pursuant to a consulting agreement with a non-related third party, we issued 3,190,000 shares on October 2, 2015 for a price of approximately $0.00318 per share (an aggregate of $10,150), which was recorded as consulting services. On December 15, 2015, the Company filed Articles of Amendment to authorize 320,000,000 shares of common stock, par value $0.001 per share, to authorize 20,000,000 share of preferred stock, par value $0.001 per share, and to execute a 11:1 forward stock split. All common stock and per share date for the period presented in this Quarterly Report on Form 10-Q has been adjusted to give effect to the forward stock split. Pursuant to the terms of the Share Exchange Agreement, as of the Effective Date, we agreed to issue 38,037,120 shares of our unregistered common stock to the shareholders of Klear Kapture in exchange for 10,000 shares of its common stock, representing 100% of its issued and outstanding common stock in the Share Exchange. As part of the Share Exchange, we purchased 107,261,000 shares of our common stock from our former executive officers and directors for a price of approximately $ 0.00318 per share (an aggregate of $345,000). Upon the Effective Date, Klear Kapture became a wholly owned subsidiary of our company and our pro-forma shares of common stock outstanding giving effect to the repurchase of shares from our former executive officers and directors is 53,343,620. Robert Gruder who was appointed as our Chief Executive Officer and a Director in connection with the Share Exchange received 30,296,563 shares of our common stock in exchange for 7,965 shares of Klear Kaptures common stock he previously owned. Mr. Gruders ownership of our common stock represents approximately 56.8% of our issued and outstanding shares of common stock. Other than as part of the Share Exchange, there were no stock issuances for the nine month period ended March 31, 2016. |
Pro Forma Financial Data
Pro Forma Financial Data | 9 Months Ended |
Mar. 31, 2016 | |
Pro Forma Financial Data | |
Pro Forma Financial Data | NOTE 12. PRO FORMA FINANCIAL DATA On the Effective Date, the Company entered into and closed the Share Exchange Agreement with Klear Kapture in an effort to expand its current line of business. Klear Kapture has developed a body camera and an auditable software solution suitable for use by law enforcement that it intends to produce, market and sell. Following the closing of the Share Exchange Agreement, elected to continue Klear Kaptures historical business and proposed business and have entered into a services agreement with our former executive officers and directors to operate our film marketing, distribution and production video and APP development businesses pursuant to the terms of the Services Agreement. However, we no longer intend to operate the pre-transaction business of the Company. In accordance with S-X Rule 8-03(b)(4), the following tables present the pro forma data that reflects revenue, income from continuing operations, net income, net income attributable to the registrant and income per share for the current interim period and the corresponding interim period of the preceding fiscal year as though the transaction occurred at the beginning of the periods. For the nine months ended March 31, 2016 Life Clips Inc f/k/a Blue Sky Media Corp Klear Kapture, Inc Pro Forma Adjustment Pro Forma Combined Total Revenue $ - $ 534 $ - $ 534 Operating Loss $ - $ (365,515 ) $ - $ (365,515 ) Net Loss $ - $ (5,239,226 ) $ (161,029 ) A $ (5,400,255 ) Net income attributable to the registrant $ - $ (5,239,226 ) $ (161,029 ) $ (5,400,255 ) Earnings per share $ ** $ (0.07 ) $ - $ (0.10 ) ** Less than $0.01 For the nine months ended Life Clips Inc f/k/a Blue Sky Pro Forma Combined March 31, 2015 Media Corp Klear Kapture, Inc. Adjustment Total Revenue $ - $ 1,952 $ - $ 1,952 Operating (Loss) $ - $ (635,439 ) $ (10,260 ) B $ (645,699 ) Net (Loss) $ - $ (635,439 ) $ (192,937 ) C $ (828,376 ) Net income attributable to the registrant $ - $ (635,439 ) $ (192,937 ) $ (828,376 ) Earnings per share $ ** $ (0.02 ) $ - $ ** ** Less than $0.01 A Subsequently issue 3.85% interest Convertible Notes for $617,577.88 B Subsequently issued 3,190,000 shares of common stock, with a fair market value of $10,260, in exchange for consulting services. C In addition to item B, the Company subsequently issue 3.85% interest Convertible Notes for $617,577.88 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date of issuance of the financial statements. The Company has been developing new retail products aimed at the compact action camera market. The Company anticipates releasing its first new camera product in the fourth fiscal quarter. These products are expected to be the Companys flagship products. Subsequently, the Companys working capital will be devoted to the manufacturing and introduction of these cameras and respective App software. The Company can make no assurances to the actual release date and commercial success of the products. On April 27, 2016, the Company issued an additional convertible promissory note to Susannah Forest, the holder of an existing outstanding convertible note. The new note, from which the Company received $300,000 in gross proceeds, has a maturity date of November 30, 2017 and bears interest at 10% per annum. Like the previous note issued to this purchaser, the outstanding and unpaid principal and interest under the note is convertible at any time into shares of common stock of the Company. The conversion price is the amount equal to 75% of the volume weighted average price of the Companys common stock for a 5-day period prior the conversion date. On May 13, 2016, the Company issued a new convertible promissory note to Edgestone Associates, Inc., from which the Company will receive $700,000 in gross proceeds when the full consideration is paid by the purchaser, and which has a maturity date of May 13, 2017 and bears interest at 10% per annum. The outstanding and unpaid principal and interest under this note is also convertible at any time into shares of common stock of the Company. The conversion price is the amount equal to 50% of the lowest intraday trading price during the 20-day period prior the conversion date. The number of shares into which the debt under each note is convertible is determined by dividing the amount of the debt being converted by the purchase price. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates |
Cash and Cash Equivalents | Cash and cash equivalents |
Income Tax | Income Tax |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share |
Intangible Asset | Intangible Asset |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Companys financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 8. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Based Compensation | Stock based compensation The Company accounts for stock based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 50550 Equity Based Payments to NonEmployees which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 9618, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. Measurement of share based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Common Stock | Common Stock |
Preferred Stock | Preferred Stock |
Recognition of Revenues | Recognition of Revenues |
Subsequent Events | Subsequent Events Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recent Pronouncements | Recent Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued Update 2015-03 Interest-Imputation of Interest (Subtopic 835-30):Simplifying the Presentation of Debt Issuance Costs. In December 2014, FASB issued Accounting Standards Update (ASU) No. 2014-18 Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination In January 2015, FASB issued Update No. 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Companys present or future financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company is developing software. The development cost through March 31, 2016 has totaled $92,493. The software has an infinite useful life and will be tested annually for impairment. December 31, 2015 June 30, 2015 Software $ 92,493 $ 40,600 Less: Impairment Charges Less: Accumulated Amortization Patents - net $ 92,493 $ 40,600 |
Convertible Debt - Net (Tables)
Convertible Debt - Net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The Company has recorded derivative liabilities associated with convertible debt instruments, as more fully discussed at Note 8. Third Party Balance June 30, 2015 $ - Proceeds 867,578 Repayments - Less: gross debt discount recorded (867,578 ) Add: Amortization of Debt Discount 192,663 Less Current portion - Long-Term Convertible Debt $ 192,663 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Ratchet Feature Related to Convertible Debt and Warrants | As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: March 31, 2016 June 30, 2015 Fair value at the commitment date - convertible debt $ 2,633,514 $ - Fair value mark to market adjustment - convertible debt 2,848,158 - Totals $ 5,481,672 $ - |
Schedule of Fair Value Assumption of Derivative Liabilities | The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as March 31, 2016: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 257 % Expected term 2 years 1.51-1.67 years Risk free interest rate 0.58% - 0.94 % 0.73-%-0.73 % |
Debt Issue Cost (Tables)
Debt Issue Cost (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Issue Cost | Balance- June 30, 2015 $ 46,129 Amortization (46,129 ) Balance- March 31, 2016 - |
Pro Forma Financial Data (Table
Pro Forma Financial Data (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Pro Forma Financial Data | |
Schedule of Pro Forma Financial Data | In accordance with S-X Rule 8-03(b)(4), the following tables present the pro forma data that reflects revenue, income from continuing operations, net income, net income attributable to the registrant and income per share for the current interim period and the corresponding interim period of the preceding fiscal year as though the transaction occurred at the beginning of the periods. For the nine months ended March 31, 2016 Life Clips Inc f/k/a Blue Sky Media Corp Klear Kapture, Inc Pro Forma Adjustment Pro Forma Combined Total Revenue $ - $ 534 $ - $ 534 Operating Loss $ - $ (365,515 ) $ - $ (365,515 ) Net Loss $ - $ (5,239,226 ) $ (161,029 ) A $ (5,400,255 ) Net income attributable to the registrant $ - $ (5,239,226 ) $ (161,029 ) $ (5,400,255 ) Earnings per share $ ** $ (0.07 ) $ - $ (0.10 ) ** Less than $0.01 For the nine months ended Life Clips Inc f/k/a Blue Sky Pro Forma Combined March 31, 2015 Media Corp Klear Kapture, Inc. Adjustment Total Revenue $ - $ 1,952 $ - $ 1,952 Operating (Loss) $ - $ (635,439 ) $ (10,260 ) B $ (645,699 ) Net (Loss) $ - $ (635,439 ) $ (192,937 ) C $ (828,376 ) Net income attributable to the registrant $ - $ (635,439 ) $ (192,937 ) $ (828,376 ) Earnings per share $ ** $ (0.02 ) $ - $ ** ** Less than $0.01 A Subsequently issue 3.85% interest Convertible Notes for $617,577.88 B Subsequently issued 3,190,000 shares of common stock, with a fair market value of $10,260, in exchange for consulting services. C In addition to item B, the Company subsequently issue 3.85% interest Convertible Notes for $617,577.88 |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | Oct. 02, 2015 | Mar. 31, 2016 |
Convertible note principal amount | $ 867,578 | |
Share Exchange Agreement [Member] | Klear Kapture, Inc [Member] | ||
Number of shares exchange for unregistered common stock | 380,037,120 | |
Number of common stock issued | 10,000 | |
Percentage of shares issued and outstanding | 100.00% | |
Number of common stock shares purchased during the period | 53,332,576 | |
Common stock purchase price per share | $ 0.0032 | |
Number of common stock purchased during the period | $ 345,000 | |
Share Exchange Agreement [Member] | Former Executive Officers And Directors [Member] | ||
Number of common stock shares purchased during the period | 107,261,000 | |
Number of common stock purchased during the period | $ 345,000 | |
Share Exchange Agreement [Member] | Three Accredited Investors [Member] | ||
Convertible note principal amount | $ 617,578 | |
Debt interest rate | 3.85% | |
Notes converted to shares of common stock | 26,426,620 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 15, 2015 | Mar. 31, 2016 | Jun. 30, 2015 |
Accounting Policies [Abstract] | |||
Development cost | $ 92,493 | $ 40,600 | |
Common stock, shares authorized | 320,000,000 | 320,000,000 | 320,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Forward stock split description | 11:1 forward stock split | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Uncertainty of Ability to Con27
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | $ 5,939,526 | $ 700,300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Related Party Transactions [Abstract] | ||
Major shareholder owed | $ 2,713 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Developed Software | $ 92,493 | $ 40,600 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Software | $ 92,493 | $ 40,600 |
Less: Impairment Charges | ||
Less: Accumulated Amortization | ||
Patents - net | $ 92,493 | $ 40,600 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Debt Disclosure [Abstract] | ||
Notes payable | $ 50,500 | $ 85,500 |
Note maturity date | May 13, 2016 |
Convertible Debt - Net (Details
Convertible Debt - Net (Details Narrative) - USD ($) | Dec. 07, 2015 | Oct. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Oct. 02, 2014 |
Convertible note principal amount | $ 867,578 | ||||
Proceeds from convertible debt | $ 250,000 | $ 617,578 | $ 867,577 | ||
Debt maturity date | May 13, 2016 | ||||
Outstanding convertible debt | $ 867,578 | ||||
3.85% Convertible Promissory Notes [Member] | |||||
Debt interest rate | 3.85% | ||||
Convertible note principal amount | $ 617,578 | ||||
Percentage of principal and interest | 3.85% | ||||
Principal and interest under Debt conversion price per share | $ 0.017 | ||||
Debt maturity date | Dec. 31, 2017 | ||||
3.85% Convertible Promissory Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||
Principal and interest under Debt conversion price per share | 0.017 | ||||
3.85% Convertible Promissory Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||
Principal and interest under Debt conversion price per share | 0.026 | ||||
3.85% Convertible Promissory Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||
Principal and interest under Debt conversion price per share | $ 0.176 | ||||
10% Convertible Promissory Notes [Member] | |||||
Debt interest rate | 10.00% | ||||
Convertible note principal amount | $ 250,000 | ||||
Percentage of principal and interest | 10.00% | ||||
Note convertible into shares of common stock rate | 75.00% | ||||
Debt maturity date | Oct. 31, 2017 | ||||
Investor's Note [Member] | |||||
Debt interest rate | 18.00% | ||||
Debt term | 24 months | ||||
3.85% Convertible Promissory Notes One [Member] | |||||
Principal and interest under Debt conversion price per share | $ 0.026 |
Convertible Debt - Net - Schedu
Convertible Debt - Net - Schedule of Convertible Debt (Details) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Balance June 30, 2015 | |
Proceeds | $ 867,578 |
Repayments | |
Less: gross debt discount recorded | $ (867,578) |
Add: Amortization of Debt Discount | $ 192,663 |
Less Current portion | |
Long-Term Convertible Debt | $ 192,663 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Ratchet Feature Related to Convertible Debt and Warrants (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value at the commitment date - convertible debt | $ 2,633,514 | |
Fair value mark to market adjustment - convertible debt | 2,848,158 | |
Totals | $ 5,481,672 |
Derivative Liabilities - Sche35
Derivative Liabilities - Schedule of Fair Value Assumption of Derivative Liabilities (Details) | 9 Months Ended |
Mar. 31, 2016 | |
Expected dividends | 0.00% |
Expected volatility | 220.00% |
Expected term | 2 years |
Re-measurement Date [Member] | |
Expected dividends | 0.00% |
Expected volatility | 257.00% |
Minimum [Member] | |
Risk free interest rate | 0.58% |
Minimum [Member] | Re-measurement Date [Member] | |
Expected term | 1 year 6 months 4 days |
Risk free interest rate | 0.73% |
Maximum [Member] | |
Risk free interest rate | 0.94% |
Maximum [Member] | Re-measurement Date [Member] | |
Expected term | 1 year 8 months 1 day |
Risk free interest rate | 0.73% |
Debt Discount (Details Narrativ
Debt Discount (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |||||
Derivative expense | $ 89,358 | $ (4,614,094) | |||
Accumulated amortization of derivative discount | $ 192,663 | $ 192,663 | $ 0 |
Debt Issue Cost (Details Narrat
Debt Issue Cost (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||||
Amortization expense | $ 14,379 | $ 0 | $ (46,129) | $ 0 |
Debt Issue Cost - Schedule of D
Debt Issue Cost - Schedule of Debt Issue Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||||
Balance - June 30, 2015 | $ 46,129 | |||
Amortization | $ 14,379 | $ 0 | $ (46,129) | $ 0 |
Balance - December 31, 2015 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Dec. 15, 2015 | Oct. 02, 2015 | Mar. 31, 2016 | Jun. 30, 2015 |
Common stock, shares authorized | 320,000,000 | 320,000,000 | 320,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Forward stock split description | 11:1 forward stock split | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
2016 Stock and Incentive Plan [Member] | ||||
Maximum number of shares issued under plan | 20,000,000 | |||
Percentage of excess of number currently outstanding shares | 35.00% | |||
Consulting Agreement [Member] | Non Related Third Party [Member] | ||||
Number of common stock shares issued for services | 3,190,000 | |||
Shares issued price per share | $ 0.00318 | |||
Number of common stock issued for services | $ 10,150 | |||
Share Exchange Agreement [Member] | Klear Kapture, Inc [Member] | ||||
Shares issued price per share | $ 0.00318 | |||
Number of shares exchange for unregistered common stock | 38,037,120 | |||
Number of common stock issued | 10,000 | |||
Percentage of shares issued and outstanding | 100.00% | |||
Number of common stock shares purchased during the period | 53,343,620 | |||
Number of common stock purchased during the period | $ 345,000 | |||
Share Exchange Agreement [Member] | Former Executive Officers And Directors [Member] | ||||
Number of common stock shares purchased during the period | 107,261,000 | |||
Number of common stock purchased during the period | $ 345,000 | |||
Share Exchange Agreement [Member] | Robert Gruder [Member] | ||||
Percentage of shares issued and outstanding | 56.80% | |||
Number of common stock shares exchanged | 30,296,563 | |||
Number of common stock shares previously owned | 7,965 |
Pro Forma Financial Data - Sche
Pro Forma Financial Data - Schedule of Pro Forma Financial Data (Details) - USD ($) | 9 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | ||||
Revenue | $ 534 | $ 1,952 | |||
Operating Loss | (365,515) | (645,699) | |||
Net Loss | (5,400,255) | (828,376) | |||
Net income attributable to the registrant | $ (5,400,255) | $ (828,376) | |||
Earnings per share | $ (0.10) | [1] | |||
Pro Forma [Member] | |||||
Revenue | |||||
Operating Loss | $ (10,260) | [2] | |||
Net Loss | $ (161,029) | [3] | (192,937) | [2] | |
Net income attributable to the registrant | $ (161,029) | $ (192,937) | |||
Earnings per share | |||||
Klear Kapture, Inc [Member] | |||||
Revenue | $ 534 | $ 1,952 | |||
Operating Loss | (365,515) | (635,439) | |||
Net Loss | (5,239,226) | (635,439) | |||
Net income attributable to the registrant | $ (5,239,226) | $ (635,439) | |||
Earnings per share | $ (0.07) | $ (0.02) | [4] | ||
Life Clips Inc f/k/a Blue Sky Media Corp [Member] | |||||
Revenue | |||||
Operating Loss | |||||
Net Loss | |||||
Net income attributable to the registrant | |||||
Earnings per share | [4] | ||||
[1] | In addition to item B, the Company subsequently issue 3.85% interest Convertible Notes for $617,577.88 | ||||
[2] | Subsequently issued 3,190,000 shares of common stock, with a fair market value of $10,260, in exchange for consulting services. | ||||
[3] | Subsequently issue 3.85% interest Convertible Notes for $617,577.88 | ||||
[4] | Less than $0.01 |
Pro Forma Financial Data - Sc41
Pro Forma Financial Data - Schedule of Pro Forma Financial Data (Details) (Parenthetical) - USD ($) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2016 | |
Convertible note principal amount | $ 867,578 | |
Pro Forma [Member] | ||
Debt interest rate | 3.85% | 3.85% |
Convertible note principal amount | $ 617,578 | $ 617,578 |
Number of common stock shares issued for services | 3,190,000 | |
Number of common stock issued for services | $ 10,260 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May. 13, 2016 | Apr. 27, 2016 | Dec. 07, 2015 | Oct. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Proceeds from convertible debt | $ 250,000 | $ 617,578 | $ 867,577 | |||
Debt instruments maturity date | May 13, 2016 | |||||
Susannah Forest [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||
Proceeds from convertible debt | $ 300,000 | |||||
Debt instruments maturity date | Nov. 30, 2017 | |||||
Debt instruments interest rate | 10.00% | |||||
Percentage of conversion price amount equal volume of weighted average price | 75.00% | |||||
Common stok prior conversion term | 5 days | |||||
Edgestone Associates Inc [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||
Proceeds from convertible debt | $ 700,000 | |||||
Debt instruments maturity date | May 13, 2017 | |||||
Debt instruments interest rate | 10.00% | |||||
Percentage of conversion price amount equal volume of weighted average price | 50.00% | |||||
Common stok prior conversion term | 5 days |