Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Mar. 09, 2017 | |
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 | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 96,832,582 | |
Trading Symbol | LCLP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Current assets | ||
Cash | $ 13,717 | $ 469,233 |
Due from related party | ||
Total current assets | 13,717 | 469,233 |
Other Current Assets | ||
Accounts Receivable | 5,486 | |
Inventory | 29,705 | |
Other Current Assets | 8,128 | |
Deposit | 240,000 | |
Investment - Batterfly Energy LTD | 32,500 | |
Total other current assets | 75,819 | 240,000 |
Fixed Assets | ||
Developed Software | 14,625 | |
Total Fixed Assets | 14,625 | |
Total asset | 104,161 | 709,233 |
Current liabilities | ||
Accounts Payable | 226,363 | 162,759 |
Accrued Expense and Interest Payable | 136,806 | 48,476 |
Note Payable (net of discount of $180,097 and $681,047, respectively) | 195,067 | 108,953 |
Note Payable - Batteryfly Energy LTD | 500,000 | |
Payroll Tax Liabilities | 18,350 | 8,195 |
Derivative Liabilities | 3,072,564 | 1,518,085 |
Total Current Liabilities | 4,149,150 | 1,846,468 |
Long Term Liabilities | ||
Derivative Liability - Convertible Notes Payable | 231,624 | 18,625,104 |
Convertible Notes Payable (Net of debt discount of $1,393,152 and $908,466, respectively) | 975,267 | 334,112 |
Total Long Term Liabilities | 1,206,891 | 18,959,216 |
Total Liabilities | 5,356,041 | 20,805,684 |
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, 89,799,478 and 53,332,576 shares issued and outstanding as of December 31, 2016 and June 30, 2016, respectively). | 89,800 | 53,333 |
Additional paid in capital | 11,574,791 | 304,666 |
Accumulated deficit | (16,916,471) | (20,454,450) |
Total shareholders' deficit | (5,251,880) | (20,096,451) |
Total liabilities and shareholders' deficit | $ 104,161 | $ 709,233 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Note Payable, net of discount | $ 180,097 | $ 681,047 |
Convertible Notes Payable, net of discount | $ 1,393,152 | $ 908,466 |
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 | 89,799,478 | 53,332,576 |
Common stock, shares outstanding | 89,799,478 | 53,332,576 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Revenues | |||||||
Revenues | $ 12,855 | $ 86,176 | |||||
Cost of goods sold | 8,781 | 54,269 | |||||
Gross profit | 4,074 | 31,907 | |||||
Operating costs: | |||||||
Compensation paid with stock | 10,150 | 10,150 | |||||
Finance Costs | 15,000 | 33,935 | 51,000 | 33,935 | |||
Payroll Expense | 83,782 | 57,712 | 158,727 | 57,712 | |||
Product Development Expense | 3,257 | 23,360 | 4,191 | 23,360 | |||
Professional Fees | 53,927 | 5,699 | 1,813,192 | 5,699 | |||
Licensing Fees | 137,000 | 137,000 | |||||
Marketing Expense | |||||||
Software Fees and Support | 1,090 | 2,876 | |||||
Travel | 11,076 | 8,635 | 18,855 | 15,338 | |||
Other general and administrative expenses | 20,347 | 12,818 | 51,081 | 55,397 | |||
Total operating costs | 325,479 | 152,309 | 2,236,922 | 201,591 | |||
(Loss) from operations | (321,405) | (152,309) | (2,205,015) | (201,591) | |||
Other income (expense) | |||||||
Interest expense | (47,787) | (92,019) | (8,649) | ||||
Amortization of Debt Discount | (715,460) | (98,738) | (1,131,979) | (130,488) | |||
Loss on Derivative | 565,449 | (4,703,452) | 13,157,878 | (4,703,452) | |||
Loss on Acquisition of Batterfly Energy LTD | (6,191,000) | ||||||
Total Other Income (Expense) | (197,798) | (4,802,190) | 5,742,880 | (4,842,589) | |||
(Loss) before income taxes | (519,203) | (4,954,499) | 3,537,865 | (5,044,180) | |||
Provision for income taxes | |||||||
Net (loss) | $ (519,203) | $ (4,954,499) | $ 3,537,865 | $ (5,044,180) | |||
Basic earnings per share | [1] | [1] | $ 0.05 | [1] | |||
Weighted average number of common shares outstanding | 77,749,592 | 53,263,276 | 70,976,591 | 51,702,948 | |||
[1] | Less than $0.01 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) | $ 3,537,865 | $ (5,044,180) |
Common Stock Compensation | 1,634,758 | 10,150 |
Accounts Receivable | (5,486) | |
Inventory | (29,705) | (42,500) |
Deposit | 240,000 | |
Other Current Assets | (8,128) | 2,712 |
Changes in derivative liabilities | (13,157,878) | 4,703,452 |
Amortization of Debt discount | 1,131,979 | 130,488 |
Loss on Batterfly acquisition | 6,191,000 | |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||
Accounts Payable | 63,604 | |
Accrued expense and interest payable | (516,555) | 913 |
Payroll tax liabilities | 10,155 | 9,042 |
Net cash (used in) operating activities | (908,391) | (229,923) |
Cash flows from investing activities: | ||
Investment - Batterfly Energy Ltd | (32,500) | |
Developed software | (14,625) | (88,957) |
Net cash (used in) provided by investing activities | (47,125) | (88,957) |
Cash flows from financing activities: | ||
Repurchase of common stock | (345,000) | |
Proceed from convertible notes payables | 500,000 | 867,577 |
Net cash provided by financing activities | 500,000 | 522,577 |
Net cash increased in cash | (455,516) | 203,697 |
Cash at beginning of period | 469,233 | 2,644 |
Cash at end of period | 13,717 | 206,341 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES | ||
Value of common shares issued as payment of debt | 366,112 | 65,000 |
Value of common shares issued for acquisition of Batterfly Energy LTD | 5,091,000 | 5,091,000 |
Issuance of Common Stock for Acquisition of Batterfly Energy LTD | 5,091,000 | |
Issuance of Common Stock for Convertible Note Payable | 1,925,369 | |
Notes Payable | $ 500,000 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Dec. 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 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. 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 $345,000. Upon the effective date of the transaction, Klear Kapture became a wholly owned subsidiary of Life Clips. The Company acquired Batterfly Energy in July 2016. Batterfly manufactures the Mobeego® brand emergency cell phone battery. The Mobeego provides an extra 20-40% shot of power to a cell phone without having to be tethered or charged. The batteries have a 10-year shelf life. The Company realized the packaging that was inherited did not convey the message properly and is in the process of re-packaging the product. On September 22, 2016 the Company entered into a partnership license agreement with HP. The agreement allows Life Clips to design, manufacture and sell HP branded action cameras, 360 cameras, dash cameras and still cameras. The agreement also calls for accessory sales and the building of an online cloud repository to store, edit and share user created videos and pictures. The Agreement called for the Company to no longer sell the Life Clips branded cameras or accessories to eliminate channel conflict or confusion. Therefore, the Company will focus its efforts on creating best in class HP branded products and accessories. In January 2017, Robert Gruder, CEO and Robert Finnigan, President resigned from Life Clips. In January 2017, Victoria Rudman took on the role of CFO. In February 2017 Huey Long joined as CEO and in March 2017 William Singer was named the Executive Vice President of Sales. Life Clips is restructuring to become a global consumer electronics company focused on developing hardware and accessories for mobility through the Mobeego brand and Digital Imaging Products through the Hewlett Packard (HP) brand. We are developing the design, sourcing, logistics and sales operations to quickly increase our sales of our existing products and put us in a position to launch new product in 2017. The company will continue to focus on the development of mobile power and imaging products. We are immediately increasing our sales efforts on our unique products that are already available such as the Mobeego one-time charger for mobile devices. This device allows you to use your smartphone, tablet or any mobile device up to 4 hours on a single emergency charge. Once your done you simply dispose of the recyclable battery. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 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 Company’s 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 Company’s 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 Non-Employees” 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 |
Uncertainty of Ability to Conti
Uncertainty of Ability to Continue as a Going Concern | 6 Months Ended |
Dec. 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 $(16,916,471). 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 | 6 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS At December 31, 2016 and June 30, 2016, there were no related party transactions. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS The Company is developing software. The development cost for the period ended December 31 2016 is $14,625. The software has an infinite useful life and will be tested annually for impairment. December 31, 2016 June 30, 2016 Software $ 14,625 $ 646,980 Less: Impairment Charges (646,980 ) Less: Accumulated Amortization — — Software - net $ -14,625- $ -0- |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6. NOTES PAYABLE On July 14, 2016 the Company issued a $30,000 promissory note to NUWA Group, LLC. The promissory note is a standard, non-convertible note. The effective interest rate is 5.00% per annum, calculated yearly not in advance. The note is to be repaid in full on October 14, 2016. Note proceeds are to be used for operating expenses. Pursuant to the Stock Purchase Agreement by and among Batterfly Energy, LTD and the Company, on July 11, 2016 the Company issued a $500,000 Promissory Note and Stock Pledge Agreement to the former shareholders of Batterfly Energy, LTD. The promissory note is a standard, non-convertible note. The effective interest rate is 1.00% with a default interest rate of 10.00%. The note is to be repaid in two (2) payments, $250,000 on October 11, 2016 and the balance due on February 13, 2017. At December 31, 2016 and June 30, 2016 the Company had notes payable in the amount of $530,000 and $0, respectively. |
Convertible Debt and Warrants
Convertible Debt and Warrants | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Warrants | NOTE 7. CONVERTIBLE DEBT AND WARRANTS The Company has recorded derivative liabilities associated with convertible debt instruments and warrants, as more fully discussed at Note 8. (A) Convertible Debt On October 2, 2015, 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 principal amount of the Notes remaining outstanding at December 31, 2016 was $417,588, 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 Investor’s 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 $ $0.026. The principal and interest under the 10% Notes are convertible into shares of the Company’s 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. The company entered into convertible notes with eleven third party accredited investors from December 2015 to December 2016. 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 Investor’s Note, with the interest thereon becoming due and payable on terms specified in said date (see below). Interest rates range from 5% to 10% and are due at various dates from August 2016 to March 2018. These notes are convertible at any time by the investor, prior to the note principal and interest being repaid at rates ranging from $0.006 to $0.033 per share, subject to change due to a ratchet feature contained in most of the notes. Issue Date Maturity Date Interest rate Interest rate (default) Principal 10/2/2015 10/2/2017 3.85 % 18 % 617,578.00 12/7/2015 11/30/2017 10.00 % 10 % 250,000.00 2/4/2016 8/4/2016 5.00 % na 15,000.00 4/26/2016 3/30/2018 10.00 % 18 % 25,000.00 4/26/2016 3/30/2018 10.00 % 18 % 50,000.00 4/27/2016 3/30/2018 10.00 % 18 % 300,000.00 5/13/2016 5/13/2017 10.00 % 22 % 700,000.00 6/14/2016 5/30/2017 10.00 % 18 % 75,000.00 7/21/2016 3/30/2017 10.00 % 10 % 75,000.00 8/23/2016 2/23/2017 10.00 % 18 % 15,000.00 9/22/2016 4/22/2017 10.00 % 22 % 225,000.00 10/18/2016 7/18/2017 10.00 % 18 % 150,000.00 Total Convertible Notes 2,497,578.00 (B) Terms of Debt The debt carries interest between 3.85% and 10%, and is due in October 2017 through March 2018. All convertible debt in connection with the Notes Offering are convertible at $0.026 and $0.033/share (on December 31, 2016), however, the Notes include a “ratchet feature”, which allows for a lower offering price based on market prices. (C) Future Commitments At December 31, 2016, the Company has outstanding convertible debt of $1,920,088 which is payable within the next fifteen months. (D) Warrants The Company issued six warrants dated from February to July 2016. Four of the warrants are related to consulting agreements and two are related to convertible note holders. All warrants issued through December 31, 2016 were accounted for as derivative liabilities, as the warrants were not held on reserve at and therefore tainted. See Note 8. Two warrants issued were exercised during the period ended September, 2016. The details are: Purpose of Issue Number Shares Warrant Period Warrants Warrant Issuance Date Common Stock Exercise Price Exercisable Consulting Services 2/22/2016 2,600,000 $ 0.001 2/22/2016 to 2/22/2019 Exercised 9/9/2016 (2,600,000 ) Website design and Digital 3/10/2016 1,916,500 $ 0.001 3/10/2016 to 3/10/2019 Locker app development Exercised 9/20/2016 (1,916,500 ) Investor Incentive 4/27/2016 625,000 $ 0.400 4/27/2016 to (not defined) Investor Incentive 5/13/2016 350,000 $ 0.400 5/13/2016 to 5/13/2019 Consulting Services 7/29/2016 525,000 $ 0.001 7/29/2016 to 7/29/2021 Consulting Services 7/29/2016 225,000 $ 0.001 7/29/2016 to 7/29/2021 Total 1,725,000 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 8. DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt and warrants issued in the period ended December 31, 2016. 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 and warrant 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: December 31, 2016 June 30, 2016 Carried forward from the prior period ended $ 20,143,189 $ Fair value at the commitment date - convertible debt $ 613,957 $ 6,142,583 Fair value at the commitment date - warrants 359,163 1,541,236 Fair value mark to market adjustment - convertible debt (14,405,830 ) 10,641,842 Fair value mark to market adjustment - warrants (2,062,007 ) 1,817,529 Reclassified to additional paid in capital (1,344,284 ) Totals $ 3,304,188 $ 20,143,189 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as December 31, 2016: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 243 % Expected term 0.5 to 5 years 0.00-4.58 years Risk free interest rate 0.39%-1.14 % 0.62%- 1.93 % |
Convertible Debt - Net
Convertible Debt - Net | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt - Net | NOTE 9. CONVERTIBLE DEBT - NET 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 debt discount of $315,598 as of December 31, 2016 and $2,076,912 for the year ended June 30, 2016. Accumulated amortization of debt discount amounted to $1,619,379 as of December 31, 2016 and $487,399 for the year ended June 30, 2016. The Company recorded amortization expense of the debt issuance cost of $1,131,979 as of December 31, 2016 and $487,399 for the year ended June 30, 2016. December 31, 2016 June 30, 2016 Balance Prior Year 443,065 85,000 Proceeds $ 465,000 2,032,578 Repayments (581,112 ) (85,000 ) Less: gross Debt Discount recorded (318,598 ) (2,076,912 ) Add: Amortization of Debt Discount 1,131,979 487,399 Less Current portion (195,067 ) (108,953 ) Long-Term Convertible Debt $ 945,267 334,112 |
Equity
Equity | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | NOTE 10. EQUITY For the six-month period ended December 31, 2016 36,466,902 shares of common stock were issued bringing the total shares issued and outstanding to 89,799,478. 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 Kapture’s 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 Annual Report on Form 10-K 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 Kapture’s common stock he previously owned. Mr. Gruder’s ownership of our common stock at the exchange date represented approximately 56.8% of our issued and outstanding shares of common stock. At September 30, 2016 Mr. Gruder’s ownership of our common stock represents approximately 30.8% of our issued and outstanding shares. On April 20, 2016, the company adopted the Life Clips, Inc. 2016 Stock and Incentive Plan under which the Company may issue nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards of cash. A maximum of 20,000,000 shares of common stock may be issued under the plan, representing in excess of 35% of the number of the Company’s currently outstanding shares. Awards under the plan will be made at the discretion of the Board of Directors, although no awards have been made to date. Accordingly, the Company cannot currently determine the amount of awards that will be made under the plan. The Company has issued six warrants dated from February to July 2016. Four of the warrants are related to consulting agreements and two are related to convertible note holders. See Note 7 (D) for details: On August 31, 2016, the company issued 2,593,247 shares of its common stock to NUWA Group LLC in a cashless warrant exchange pursuant to the terms of a business consulting agreement dated February 22, 2016. The share price at the effective date was $0.365 and the warrant for 2,600,000 shares was exercisable at $0.001 per share for total increase in Common Stock of $2,593.25 and in Additional Paid In Capital of $943,941.91. On September 9, 2016, the company issued 2,500,000 shares of its common stock to Long Side Ventures LLC in exchange for $65,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2, 2015. The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $65,000.00. On September 20, 2016, the company issued 1,910,511 shares of its common stock to Binary Ventures, Inc. in a cashless warrant exchange pursuant to the terms of a business consulting agreement dated March 10, 2016. The share price at the effective date was $0.221 and the warrant for 1,916,500 shares was exercisable at $0.001 per share for total increase in Common Stock of $1,910.51 and in Additional Paid In Capital of $420,312.42. On October 24, 2016, the company issued 1,807,229 shares of its common stock to Susannah Forest 2011 Revocable Trust in exchange for $150,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 250,000.00 note payable was December 7, 2015. The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds reduced Convertible Notes Payable $150,000.00. On October 26, 2016, the company issued 3,534,706 shares of its common stock to Bezalel Partners, LLC in exchange for $60,090.00 of the purchaser’s convertible note payable. The original issuance date of the $ 164,359.76 note payable was October 2, 2015. The exercise price of the note was stated at $0.017. The proceeds reduced Convertible Notes Payable $60,090.00. On November 29, 2016, the company issued 268,102 shares of its common stock to R&T Sports Marketing, Inc. in exchange for $25,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 25,000.00 note payable was April 26, 2016. The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds reduced Convertible Notes Payable $25,000.00. On December 6, 2016, the company issued 157,895 shares of its common stock to Atlanta Capital Partners, LLC in exchange for $15,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 15,000.00 note payable was August 23, 2016. The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for a 5-day period prior to the conversion date. The proceeds reduced Convertible Notes Payable $15,000.00. On December 7, 2016, the company issued 2,900,000 shares of its common stock to Taconic Group, LLC in exchange for $75,400.00 of the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2, 2015. The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $75,400.00. On December 7, 2016, the company issued 3,731,343 shares of its common stock to Edgestone Associates, Inc. in exchange for $37,500.00 of the purchaser’s convertible note payable. The original issuance date of the $ 700,000.00 note payable was May 13, 2016. The exercise price of the note was stated at 50% multiplied by the Market Price, defined as the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The proceeds reduced Convertible Notes Payable $37,500.00. On December 8, 2016, the company issued 1,346,221 shares of its common stock to Summit Trading Partners, LLC in exchange for $50,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 50,000.00 note payable was April 26, 2016. The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds reduced Convertible Notes Payable $50,000.00. On December 15, 2016, the company issued 4,017,648 shares of its common stock to Bezalel Partners, LLC in exchange for $68,300.00 of the purchaser’s convertible note payable. The original issuance date of the $ 164,359.76 note payable was October 2, 2015. The exercise price of the note was stated at $0.017. The proceeds reduced Convertible Notes Payable $68,300.00. On December 26, 2016, the company issued 1,200,000 shares of its common stock to Taconic Group, LLC in exchange for $31,200.00 of the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2, 2015. The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $31,200.00. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. 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 the issuance of the financial statements. On January 11, 2017, the Company received a default notice related to the Company’s Batterfly acquisition. On July 11, 2016 the Company entered into a Stock Purchase Agreement (the “Agreement”) with the sellers of Batterfly Energy, Ltd. Pursuant to the agreement, and the related Promissory Note (the “Note”), the Company was to make an initial payment of $500,000 to the Batterfly sellers, with $250,000 being due on October 6, 2016 and $250,000 being due on February 13, 2017. The default letter states that the Company failed to pay the initial $250,000 payment on October 6, 2016, which began to accrue interest of 11% from October 6, 2016. In addition, the default notice states that the Company owes $20,000 in aggregate to two of the Batterfly shareholders related to consulting fees associated with the Batterfly acquisition. Finally, the default notice states that a payment of $250,000, as well as an additional payment of $20,000 must be paid by January 23, 2017. The Company is currently deciding how to proceed and respond to the default notice. On February 9, 2017 2,553,104 shares were issued in a conversion of a convertible note payable. On February 9, 2017 4,480,000 shares were issued in a conversion of a convertible note payable. On February 2, 2017, in connection with Huey Long’s engagement as the Chief Executive Officer of the Company, the Company granted to Mr. Long a total of 15,500,000 shares of the Company’s unregistered common stock, par value $0.001 per share (the “Common Stock”) via two stock grants, one for 15,000,000 shares of unregistered Common Stock and one for 500,000 shares of unregistered Common Stock. 3,750,000 shares of Common Stock in the first grant will vest on August 2, 2017 and 3,750,000 shares of Common Stock in the first grant will vest on February 2, 2018. The balance of 7,500,000 shares of Common Stock will thereafter vest pro rata over the following 12 months. The 500,000 shares in the second grant will vest shall vest on the Company achieving positive cash flow and meeting such other goals as determined by the Board. On March 1, 2017, in connection with William Singer’s engagement as Executive Vice President of Sales and Marketing of the Company, the Company granted to Mr. Singer a total of 6,000,000 shares of the Company’s unregistered Common Stock. 1,500,000 shares of the Common Stock will vest on March 1, 2018 and thereafter 250,000 shares of the Common Stock will vest each month thereafter. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 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 Company’s 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 Company’s 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 Non-Employees” 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2016 June 30, 2016 Software $ 14,625 $ 646,980 Less: Impairment Charges (646,980 ) Less: Accumulated Amortization — — Software - net $ -14,625- $ -0- |
Convertible Debt and Warrants (
Convertible Debt and Warrants (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | Issue Date Maturity Date Interest rate Interest rate (default) Principal 10/2/2015 10/2/2017 3.85 % 18 % 617,578.00 12/7/2015 11/30/2017 10.00 % 10 % 250,000.00 2/4/2016 8/4/2016 5.00 % na 15,000.00 4/26/2016 3/30/2018 10.00 % 18 % 25,000.00 4/26/2016 3/30/2018 10.00 % 18 % 50,000.00 4/27/2016 3/30/2018 10.00 % 18 % 300,000.00 5/13/2016 5/13/2017 10.00 % 22 % 700,000.00 6/14/2016 5/30/2017 10.00 % 18 % 75,000.00 7/21/2016 3/30/2017 10.00 % 10 % 75,000.00 8/23/2016 2/23/2017 10.00 % 18 % 15,000.00 9/22/2016 4/22/2017 10.00 % 22 % 225,000.00 10/18/2016 7/18/2017 10.00 % 18 % 150,000.00 Total Convertible Notes 2,497,578.00 |
Schedule of Warrants | The details are: Purpose of Issue Number Shares Warrant Period Warrants Warrant Issuance Date Common Stock Exercise Price Exercisable Consulting Services 2/22/2016 2,600,000 $ 0.001 2/22/2016 to 2/22/2019 Exercised 9/9/2016 (2,600,000 ) Website design and Digital 3/10/2016 1,916,500 $ 0.001 3/10/2016 to 3/10/2019 Locker app development Exercised 9/20/2016 (1,916,500 ) Investor Incentive 4/27/2016 625,000 $ 0.400 4/27/2016 to (not defined) Investor Incentive 5/13/2016 350,000 $ 0.400 5/13/2016 to 5/13/2019 Consulting Services 7/29/2016 525,000 $ 0.001 7/29/2016 to 7/29/2021 Consulting Services 7/29/2016 225,000 $ 0.001 7/29/2016 to 7/29/2021 Total 1,725,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Dec. 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: December 31, 2016 June 30, 2016 Carried forward from the prior period ended $ 20,143,189 $ Fair value at the commitment date - convertible debt $ 613,957 $ 6,142,583 Fair value at the commitment date - warrants 359,163 1,541,236 Fair value mark to market adjustment - convertible debt (14,405,830 ) 10,641,842 Fair value mark to market adjustment - warrants (2,062,007 ) 1,817,529 Reclassified to additional paid in capital (1,344,284 ) Totals $ 3,304,188 $ 20,143,189 |
Schedule of Fair Value Assumption of Derivative Liabilities | The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as December 31, 2016: Commitment Date Re-measurement Date Expected dividends 0 % 0 % Expected volatility 220 % 243 % Expected term 0.5 to 5 years 0.00-4.58 years Risk free interest rate 0.39%-1.14 % 0.62%- 1.93 % |
Convertible Debt - Net (Tables)
Convertible Debt - Net (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | December 31, 2016 June 30, 2016 Balance Prior Year 443,065 85,000 Proceeds $ 465,000 2,032,578 Repayments (581,112 ) (85,000 ) Less: gross Debt Discount recorded (318,598 ) (2,076,912 ) Add: Amortization of Debt Discount 1,131,979 487,399 Less Current portion (195,067 ) (108,953 ) Long-Term Convertible Debt $ 945,267 334,112 |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | Jul. 31, 2016 | Oct. 02, 2015 | Dec. 31, 2016 |
Number of common stock issued | 36,466,902 | ||
Batterfly Energy [Member] | |||
Product warrant description | The Company acquired Batterfly Energy in July 2016. Batterfly manufactures the Mobeego® brand emergency cell phone battery. The Mobeego provides an extra 20-40% shot of power to a cell phone without having to be tethered or charged. The batteries have a 10-year shelf life. The Company realized the packaging that was inherited did not convey the message properly and is in the process of re-packaging the product. | ||
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% | ||
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 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 15, 2015 | Dec. 31, 2016 | Jun. 30, 2016 |
Accounting Policies [Abstract] | |||
Development cost through last quarter | $ 14,625 | ||
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 Con24
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net accumulated deficit | $ (16,916,471) | $ (20,454,450) |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Developed Software | $ 14,625 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Software | $ 14,625 | $ 646,980 |
Less: Impairment Charges | (646,980) | |
Less: Accumulated Amortization | ||
Software - net | $ 14,625 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 11, 2016 | Dec. 31, 2016 | Jul. 14, 2016 | Jun. 30, 2016 |
Promissory note issued | $ 2,497,578 | $ 2,347,578 | ||
Notes payable | $ 530,000 | $ 0 | ||
NUWA Group, LLC [Member] | ||||
Promissory note issued | $ 30,000 | |||
Debt effective interest rate | 5.00% | |||
Batterfly Energy, Ltd. [Member] | ||||
Promissory note issued | $ 500,000 | |||
Debt effective interest rate | 1.00% | |||
Debt interest rate | 10.00% | |||
Batterfly Energy, Ltd. [Member] | Note One [Member] | ||||
Debt periodic payment | $ 250,000 | |||
Debt maturity date | Oct. 11, 2016 | |||
Batterfly Energy, Ltd. [Member] | Note Two [Member] | ||||
Debt periodic payment | $ 250,000 | |||
Debt maturity date | Feb. 13, 2017 |
Convertible Debt and Warrants28
Convertible Debt and Warrants (Details Narrative) - USD ($) | Dec. 07, 2015 | Oct. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 |
Convertible note principal amount | $ 2,497,578 | $ 2,347,578 | |||
Convertible debt outstanding balance | (195,067) | $ (108,953) | |||
Convertible debt remaining outstanding balance | 417,588 | ||||
Proceeds from convertible debt | $ 250,000 | $ 617,578 | 500,000 | $ 867,577 | |
Outstanding convertible debt | $ 1,920,088 | ||||
Convertible Notes [Member] | Investors [Member] | |||||
Debt maturity date range, start | Aug. 31, 2016 | ||||
Debt maturity date range, end | Mar. 31, 2018 | ||||
Convertible Notes [Member] | Investors [Member] | Minimum [Member] | |||||
Debt interest rate | 5.00% | ||||
Principal and interest under debt conversion price per share | $ 0.006 | ||||
Convertible Notes [Member] | Investors [Member] | Maximum [Member] | |||||
Debt interest rate | 10.00% | ||||
Principal and interest under debt conversion price per share | $ 0.033 | ||||
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 | $ 0.026 | ||||
Debt maturity date | Oct. 31, 2017 | ||||
3.85% Convertible Promissory Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||
Principal and interest under debt conversion price per share | 0.026 | ||||
3.85% Convertible Promissory Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||
Principal and interest under debt conversion price per share | $ 0.033 | ||||
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 | Mar. 31, 2018 | ||||
Investor's Note [Member] | |||||
Debt interest rate | 18.00% | ||||
Debt term | 24 months |
Convertible Debt and Warrants -
Convertible Debt and Warrants - Schedule of Convertible Promissory Notes (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Convertible Debt Principal Amount | $ 2,497,578 | $ 2,347,578 |
Convertible Debt One [Member] | ||
Convertible Debt Issue Date | Oct. 2, 2015 | |
Convertible Debt Maturity Date | Oct. 2, 2017 | |
Convertible Debt Interest rate | 3.85% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 617,578 | |
Convertible Debt Two [Member] | ||
Convertible Debt Issue Date | Dec. 7, 2015 | |
Convertible Debt Maturity Date | Nov. 30, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 10.00% | |
Convertible Debt Principal Amount | $ 250,000 | |
Convertible Debt Three [Member] | ||
Convertible Debt Issue Date | Feb. 4, 2016 | |
Convertible Debt Maturity Date | Aug. 4, 2016 | |
Convertible Debt Interest rate | 5.00% | |
Convertible Debt Interest rate (default) | ||
Convertible Debt Principal Amount | $ 15,000 | |
Convertible Debt Four [Member] | ||
Convertible Debt Issue Date | Apr. 26, 2016 | |
Convertible Debt Maturity Date | Mar. 30, 2018 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 25,000 | |
Convertible Debt Five [Member] | ||
Convertible Debt Issue Date | Apr. 26, 2016 | |
Convertible Debt Maturity Date | Mar. 30, 2018 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 50,000 | |
Convertible Debt Six [Member] | ||
Convertible Debt Issue Date | Apr. 27, 2016 | |
Convertible Debt Maturity Date | Mar. 30, 2018 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 300,000 | |
Convertible Debt Seven [Member] | ||
Convertible Debt Issue Date | May 13, 2016 | |
Convertible Debt Maturity Date | May 13, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 22.00% | |
Convertible Debt Principal Amount | $ 700,000 | |
Convertible Debt Eight [Member] | ||
Convertible Debt Issue Date | Jun. 14, 2016 | |
Convertible Debt Maturity Date | May 30, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 75,000 | |
Convertible Debt Nine [Member] | ||
Convertible Debt Issue Date | Jul. 21, 2016 | |
Convertible Debt Maturity Date | Mar. 30, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 10.00% | |
Convertible Debt Principal Amount | $ 75,000 | |
Convertible Debt Ten [Member] | ||
Convertible Debt Issue Date | Aug. 23, 2016 | |
Convertible Debt Maturity Date | Feb. 23, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 15,000 | |
Convertible Debt Eleven [Member] | ||
Convertible Debt Issue Date | Sep. 22, 2016 | |
Convertible Debt Maturity Date | Apr. 22, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 22.00% | |
Convertible Debt Principal Amount | $ 225,000 | |
Convertible Debt Twelve [Member] | ||
Convertible Debt Issue Date | Oct. 18, 2016 | |
Convertible Debt Maturity Date | Jul. 18, 2017 | |
Convertible Debt Interest rate | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | |
Convertible Debt Principal Amount | $ 150,000 |
Convertible Debt and Warrants30
Convertible Debt and Warrants - Schedule of Warrants (Details) | 6 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number Shares Common Stock | 1,725,000 |
Consulting Services [Member] | |
Issue Date | Feb. 22, 2016 |
Number Shares Common Stock | 2,600,000 |
Warrant Exercise Price | $ / shares | $ 0.001 |
Period Warrants Exercisable, Starting Date | Feb. 22, 2016 |
Period Warrants Exercisable, Ending Date | Feb. 22, 2019 |
Exercised [Member] | |
Issue Date | Sep. 9, 2016 |
Number Shares Common Stock | (2,600,000) |
Website Design and Digital Locker App Development [Member] | |
Issue Date | Mar. 10, 2016 |
Number Shares Common Stock | 1,916,500 |
Warrant Exercise Price | $ / shares | $ 0.001 |
Period Warrants Exercisable, Starting Date | Mar. 10, 2016 |
Period Warrants Exercisable, Ending Date | Mar. 10, 2019 |
Exercised One [Member] | |
Issue Date | Sep. 20, 2016 |
Number Shares Common Stock | (1,916,500) |
Investor Incentive [Member] | |
Issue Date | Apr. 27, 2016 |
Number Shares Common Stock | 625,000 |
Warrant Exercise Price | $ / shares | $ 0.400 |
Period Warrants Exercisable, Starting Date | Apr. 27, 2016 |
Investor Incentive One [Member] | |
Issue Date | May 13, 2016 |
Number Shares Common Stock | 350,000 |
Warrant Exercise Price | $ / shares | $ 0.400 |
Period Warrants Exercisable, Starting Date | May 13, 2016 |
Period Warrants Exercisable, Ending Date | May 13, 2019 |
Consulting Services One [Member] | |
Issue Date | Jul. 29, 2016 |
Number Shares Common Stock | 525,000 |
Warrant Exercise Price | $ / shares | $ 0.001 |
Period Warrants Exercisable, Starting Date | Jul. 29, 2016 |
Period Warrants Exercisable, Ending Date | Jul. 29, 2021 |
Consulting Services Two [Member] | |
Issue Date | Jul. 29, 2016 |
Number Shares Common Stock | 225,000 |
Warrant Exercise Price | $ / shares | $ 0.001 |
Period Warrants Exercisable, Starting Date | Jul. 29, 2016 |
Period Warrants Exercisable, Ending Date | Jul. 29, 2021 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Ratchet Feature Related to Convertible Debt and Warrants (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Carried forward from the prior period ended | $ 20,143,189 | |
Fair value at the commitment date - convertible debt | 613,957 | 6,142,583 |
Fair value at the commitment date - warrants | 359,163 | 1,541,236 |
Fair value mark to market adjustment - convertible debt | (14,405,830) | 10,641,842 |
Fair value mark to market adjustment - warrants | (2,062,007) | 1,817,529 |
Reclassified to additional paid in capital | (1,344,284) | |
Total | $ 3,304,188 | $ 20,143,189 |
Derivative Liabilities - Sche32
Derivative Liabilities - Schedule of Fair Value Assumption of Derivative Liabilities (Details) | 6 Months Ended |
Dec. 31, 2016 | |
Expected dividends | 0.00% |
Expected volatility | 220.00% |
Re-measurement Date [Member] | |
Expected dividends | 0.00% |
Expected volatility | 243.00% |
Minimum [Member] | |
Expected term | 6 months |
Risk free interest rate | 0.39% |
Minimum [Member] | Re-measurement Date [Member] | |
Expected term | 0 years |
Risk free interest rate | 0.62% |
Maximum [Member] | |
Expected term | 5 years |
Risk free interest rate | 1.14% |
Maximum [Member] | Re-measurement Date [Member] | |
Expected term | 4 years 6 months 29 days |
Risk free interest rate | 1.93% |
Convertible Debt - Net (Details
Convertible Debt - Net (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Convertible debt discount | $ 315,598 | $ 2,076,912 |
Accumulated amortization of debt discount | 1,619,379 | 487,399 |
Amortization expense of debt issuance cost | $ 1,131,979 | $ 487,399 |
Convertible Debt - Net - Schedu
Convertible Debt - Net - Schedule of Convertible Debt (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Balance Prior Year | $ 443,065 | $ 85,000 |
Proceeds | 465,000 | 2,032,578 |
Repayments | (581,112) | (85,000) |
Less: gross debt discount recorded | (318,598) | (2,076,912) |
Add: Amortization of Debt Discount | 1,131,979 | 487,399 |
Less Current portion | (195,067) | (108,953) |
Long-Term Convertible Debt | $ 945,267 | $ 443,065 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 26, 2016 | Dec. 15, 2016 | Dec. 08, 2016 | Dec. 07, 2016 | Dec. 06, 2016 | Nov. 29, 2016 | Oct. 26, 2016 | Oct. 24, 2016 | Sep. 20, 2016 | Sep. 09, 2016 | Aug. 31, 2016 | Aug. 23, 2016 | May 13, 2016 | Apr. 26, 2016 | Apr. 20, 2016 | Dec. 15, 2015 | Dec. 07, 2015 | Oct. 02, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 |
Number of common stock issued | 36,466,902 | |||||||||||||||||||||
Common stock, shares issued | 89,799,478 | 53,332,576 | ||||||||||||||||||||
Common stock, shares outstanding | 89,799,478 | 53,332,576 | ||||||||||||||||||||
Number of common stock issued for services | $ 1,634,758 | |||||||||||||||||||||
Common stock, shares authorized | 320,000,000 | 320,000,000 | 320,000,000 | |||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Forward stock split description | 11:1 forward stock split | |||||||||||||||||||||
Number of warrant shares | 1,725,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 250,000 | $ 617,578 | $ 500,000 | $ 867,577 | ||||||||||||||||||
NUWA Group, LLC [Member] | ||||||||||||||||||||||
Number of common stock issued | 2,593,247 | |||||||||||||||||||||
Shares issued price per share | $ 0.365 | |||||||||||||||||||||
Number of warrant shares | 2,600,000 | |||||||||||||||||||||
Warrant exercise price per share | $ 0.001 | |||||||||||||||||||||
Total increase in common stock | $ 2,593 | |||||||||||||||||||||
Increase in additional paid in capital | $ 943,942 | |||||||||||||||||||||
Long Side Ventures LLC [Member] | ||||||||||||||||||||||
Shares issued price per share | $ 0.026 | |||||||||||||||||||||
Number of common stock issued for convertible note | 2,500,000 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 65,000 | |||||||||||||||||||||
Proceed from issuance note payable | 151,073 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 65,000 | |||||||||||||||||||||
Binary Ventures, Inc. [Member] | ||||||||||||||||||||||
Number of common stock issued | 1,910,511 | |||||||||||||||||||||
Shares issued price per share | $ 0.221 | |||||||||||||||||||||
Number of warrant shares | 1,916,500 | |||||||||||||||||||||
Warrant exercise price per share | $ 0.001 | |||||||||||||||||||||
Total increase in common stock | $ 1,911 | |||||||||||||||||||||
Increase in additional paid in capital | $ 420,312 | |||||||||||||||||||||
Susannah Forest 2011 Revocable Trust [Member] | ||||||||||||||||||||||
Number of common stock issued for convertible note | 1,807,229 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 150,000 | |||||||||||||||||||||
Proceed from issuance note payable | $ 250,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 150,000 | |||||||||||||||||||||
Exercise price stated percentage | 75.00% | |||||||||||||||||||||
Bezalel Partners, LLC [Member] | ||||||||||||||||||||||
Shares issued price per share | $ 0.017 | $ 0.017 | ||||||||||||||||||||
Number of common stock issued for convertible note | 4,017,648 | 3,534,706 | ||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 68,300 | $ 60,090 | ||||||||||||||||||||
Proceed from issuance note payable | 164,360 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 68,300 | $ 60,090 | ||||||||||||||||||||
R&T Sports Marketing, Inc. [Member] | ||||||||||||||||||||||
Number of common stock issued for convertible note | 268,102 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 25,000 | |||||||||||||||||||||
Proceed from issuance note payable | $ 25,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 25,000 | |||||||||||||||||||||
Exercise price stated percentage | 75.00% | |||||||||||||||||||||
Atlanta Capital Partners, LLC [Member] | ||||||||||||||||||||||
Number of common stock issued for convertible note | 157,895 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 15,000 | |||||||||||||||||||||
Proceed from issuance note payable | $ 15,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 15,000 | |||||||||||||||||||||
Exercise price stated percentage | 75.00% | |||||||||||||||||||||
Taconic Group, LLC [Member] | ||||||||||||||||||||||
Shares issued price per share | $ 0.026 | $ 0.026 | ||||||||||||||||||||
Number of common stock issued for convertible note | 1,200,000 | 2,900,000 | ||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 31,200 | $ 75,400 | ||||||||||||||||||||
Proceed from issuance note payable | $ 151,073 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 31,200 | $ 75,400 | ||||||||||||||||||||
Edgestone Associates, Inc. [Member] | ||||||||||||||||||||||
Number of common stock issued for convertible note | 3,731,343 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 37,500 | |||||||||||||||||||||
Proceed from issuance note payable | $ 700,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 37,500 | |||||||||||||||||||||
Exercise price stated percentage | 50.00% | |||||||||||||||||||||
Summit Trading Partners, LLC [Member] | ||||||||||||||||||||||
Number of common stock issued for convertible note | 1,346,221 | |||||||||||||||||||||
Number of common stock issued for convertible note, value | $ 50,000 | |||||||||||||||||||||
Proceed from issuance note payable | $ 50,000 | |||||||||||||||||||||
Proceed from reduction of convertible note payable | $ 50,000 | |||||||||||||||||||||
Exercise price stated percentage | 75.00% | |||||||||||||||||||||
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% | |||||||||||||||||||||
Robert Gruder [Member] | ||||||||||||||||||||||
Percentage of shares issued and outstanding | 30.80% | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 01, 2017 | Feb. 09, 2017 | Feb. 02, 2017 | Jan. 11, 2017 | Oct. 06, 2016 | Jan. 23, 2017 | Dec. 31, 2016 | Jul. 11, 2016 | Jun. 30, 2016 | Dec. 15, 2015 |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Batterfly Energy, Ltd. [Member] | ||||||||||
Accrued interest percentage | 10.00% | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | ||||||||||
Total number of granted shares | 15,500,000 | |||||||||
Common stock par value | $ 0.001 | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | Tranche [Member] | ||||||||||
Vesting date | Aug. 2, 2017 | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | Tranche Two [Member] | ||||||||||
Vesting date | Feb. 2, 2018 | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | Tranche Three [Member] | ||||||||||
Number of granted shares vested | 7,500,000 | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | Stock Grant One [Member] | ||||||||||
Total number of granted shares | 15,000,000 | |||||||||
Subsequent Event [Member] | Huey Long's [Member] | Stock Grant Two [Member] | ||||||||||
Total number of granted shares | 500,000 | |||||||||
Number of granted shares vested | 500,000 | |||||||||
Subsequent Event [Member] | William Singer's [Member] | ||||||||||
Total number of granted shares | 6,000,000 | |||||||||
Subsequent Event [Member] | William Singer's [Member] | Tranche [Member] | ||||||||||
Number of granted shares vested | 1,500,000 | |||||||||
Vesting date | Mar. 1, 2018 | |||||||||
Subsequent Event [Member] | William Singer's [Member] | Tranche [Member] | Vest Each Month Thereafter [Member] | ||||||||||
Number of granted shares vested | 250,000 | |||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||
Number of shares issued conversion of a convertible note payable | 2,553,104 | |||||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | ||||||||||
Number of shares issued conversion of a convertible note payable | 4,480,000 | |||||||||
Subsequent Event [Member] | Batterfly Energy, Ltd. [Member] | ||||||||||
Debt default amount | $ 250,000 | |||||||||
Subsequent Event [Member] | Batterfly Energy, Ltd. [Member] | Batterfly Acquisition [Member] | ||||||||||
Due to related party | $ 20,000 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Batterfly Energy, Ltd. [Member] | ||||||||||
Debt initial payment | 500,000 | $ 250,000 | ||||||||
Accrued interest percentage | 11.00% | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Batterfly Energy, Ltd. [Member] | Due One [Member] | ||||||||||
Debt initial payment | $ 250,000 | |||||||||
Debt maturity date | Oct. 6, 2016 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Batterfly Energy, Ltd. [Member] | Due Two [Member] | ||||||||||
Debt initial payment | $ 250,000 | |||||||||
Debt maturity date | Feb. 13, 2017 |