Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 19, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Life Clips, Inc. | |
Entity Central Index Key | 1,604,930 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | This quarterly report on Form 10-Q/A (the Amended Filing) amends the quarterly report on Form 10-Q of Life Clips, Inc. (the Company) for the quarterly period ended March 31, 2017, as originally filed with Securities and Exchange Commission (the SEC) on May 19, 2017 (the Original Filing). This Form 10-Q/A is being filed to amend the cover page to the Form 10-Q to correct a typographical error regarding the date on which the Companys common stock was outstanding. Except as set forth above, no other information in the Original Filing is amended hereby. This Amended Filing speaks as of the date of the Original Filing and does not reflect any other events occurring after the date of the Original Filing. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are attached to this Amended Filing as Exhibits 31.1 and 32.1, respectively. | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 133,393,629 | |
Trading Symbol | LCLP | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets | ||
Cash | $ 172,188 | $ 469,233 |
Due from related party | ||
Total current assets | 172,188 | 469,233 |
Other Current Assets | ||
Accounts Receivable | 9,062 | |
Inventory - Cameras and Accessories | 37,790 | |
Other Current Assets | ||
Deposit | 240,000 | |
Investment - Batterfly Energy LTD | 32,500 | |
Total other current assets | 79,351 | 240,000 |
Fixed Assets | ||
Developed Software | ||
Total Fixed Assets | ||
Total assets | 251,540 | 709,233 |
Current liabilities | ||
Accounts Payable | 236,910 | 162,759 |
Accrued Expense and Interest Payable | 176,310 | 48,476 |
Note Payable (net of discount of $1,237,983 and $681,047, respectively) | 602,671 | 108,953 |
Note Payable - Batterfly Energy LTD | 500,000 | |
Payroll Tax Liabilities | 18,745 | 8,195 |
Derivative Liabilities | 1,959,832 | 1,518,085 |
Total Current Liabilities | 3,494,468 | 1,846,468 |
Long Term Liabilities | ||
Derivative Liability - Convertible Notes Payable | 307,917 | 18,625,104 |
Convertible Notes Payable (Net of debt discount of $593,649 and $908,466, respectively.) | 975,267 | 334,112 |
Total Long Term Liabilities | 1,283,184 | 18,959,216 |
Total Liabilities | 4,777,652 | 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; 300,000,000 shares authorized, 79,370,345 and 53,332,576 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively). | 79,370 | 53,333 |
Additional paid in capital | 11,823,180 | 304,666 |
Accumulated deficit | (16,428,762) | (20,454,450) |
Total shareholders' deficit | (4,526,212) | (20,096,451) |
Total liabilities and shareholders' deficit | $ 251,440 | $ 709,233 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Note Payable, net of discount | $ 1,237,983 | $ 681,047 |
Convertible Notes Payable, net of discount | $ 593,649 | $ 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 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 79,370,345 | 53,332,576 |
Common stock, shares outstanding | 79,370,345 | 53,332,576 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenues | |||||
Revenues | $ 3,662 | $ 534 | $ 89,827 | $ 534 | |
Cost of goods sold | 14,203 | 68,472 | |||
Gross profit | (10,541) | 534 | 21,355 | 534 | |
Operating costs: | |||||
Compensation paid with stock | |||||
Finance Costs | 51,000 | 33,935 | |||
Payroll Expense | 2,269 | 49,992 | 160,996 | 107,574 | |
Product Development Expense | 22,464 | 4,191 | 45,824 | ||
Professional Fees | 172,982 | 30,908 | 1,983,697 | 52,341 | |
Licensing Fees | 137,000 | ||||
Marketing Expense | 3,886 | ||||
Software Fees and Support | 148 | 42,880 | 2,995 | 51,796 | |
Travel, Meals and Entertainment | 9,695 | 6,090 | 29,523 | 21,429 | |
Other general and administrative expenses | 47,814 | 11,293 | 94,094 | 53,150 | |
Total operating costs | 232,908 | 163,627 | 2,467,381 | 366,049 | |
Gain/(Loss) from operations | (243,449) | (163,093) | (2,446,026) | (365,515) | |
Other income (expense) | |||||
Interest expense | (47,589) | (12,175) | (139,608) | (20,824) | |
Amortization of Debt Discount | (523,700) | (108,305) | (1,655,679) | (238,793) | |
Gain/(Loss) on Derivative | 1,300,009 | 89,358 | 14,457,887 | (4,614,094) | |
Loss on Acquisition of Batterfly Energy LTD | (6,191,000) | ||||
Total Other Income (Expense) | 728,720 | (31,122) | 6,471,600 | (4,873,711) | |
Gain/(Loss) before income taxes | 485,271 | (194,215) | 4,025,574 | (5,239,226) | |
Provision for income taxes | |||||
Net gain/(loss) | $ 485,271 | $ (194,215) | $ 4,025,574 | $ (5,239,226) | |
Basic earnings per share | $ 0.01 | [1] | $ 0.05 | $ 0.07 | |
Weighted average number of common shares outstanding | 90,735,508 | 53,332,576 | 77,490,520 | 75,745,579 | |
[1] | Less than $0.01 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net gain/(loss) | $ 4,025,574 | $ (5,239,226) |
Common Stock Compensation | 1,670,158 | |
Accounts Receivable | (9,062) | |
Inventory | (37,790) | (48,411) |
Deposit | 240,000 | |
Other Current Assets | (11,266) | 2,712 |
Changes in derivative liabilities | (14,457,887) | 4,614,094 |
Amortization of Debt discount | 1,655,679 | 238,793 |
Loss on Batterfly acquisition | 6,191,000 | |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||
Accounts Payable | (74,151) | |
Accrued expense and interest payable | (245,985) | 6,083 |
Payroll tax liabilities | (10,550) | 5,493 |
Net cash (used in) operating activities | (1,064,279) | (420,462) |
Cash flows from investing activities: | ||
Investment - Batterfly Energy Ltd | (32,500) | |
Developed software | (51,892) | |
Net cash (used in) provided by investing activities | (32,500) | (51,892) |
Cash flows from financing activities: | ||
Repurchase of common stock | (345,000) | |
Loans payable - Others | (35,000) | |
Proceed from convertible notes payables | 800,034 | 867,577 |
Net cash provided by financing activities | 800,034 | 487,577 |
Net cash increased in cash | (296,745) | 15,223 |
Cash at beginning of period | 469,233 | 2,644 |
Cash at end of period | 172,188 | 17,867 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES | ||
Value of common shares issued as payment of debt | 482,208 | 65,000 |
Value of common shares issued for services | 35,400 | |
Value of common shares returned to treasury | 27,617 | |
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 | 9,500,000 | |
Issuance of Common Stock for convertible notes payable | 16,113,462 | |
Issuance of Common Stock for services | 3,000,000 | |
Notes payable | $ 850,034 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1. ORGANIZATION AND OPERATIONS Business and basis of presentation On October 2, 2015, the Company completed the acquisition of 100% of Klear Kapture, Inc. (“Klear Kapture”) its issued and outstanding common stock in exchange for 38,037,120 shares of the Company’s unregistered common stock. As part of the Share Exchange, the Company purchased 107,261,000 shares of its 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 the Company. The Company acquired Batterfly Energy in July 2016. Batterfly manufactures the Mobeego® brand emergency cell phone batteries. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2017 | |
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. 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 | 9 Months Ended |
Mar. 31, 2017 | |
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 $(16,670,597). 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, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS On January 12, 2017, in conjunction with his resignation as the Company’s Chief Executive Officer and a director, Robert Gruder agreed to cancel 27,617,226 shares of the Company’s common stock issued to him in connection with the acquisition of Klear Kapture. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS The Company was developing software as part of the Trademark License Agreement (the “Trademark Agreement”) it entered into with HP Inc. (“HP”) March 31, 2017 June 30, 2016 Software $ 14,625 $ 646,980 Less: Impairment Charges (14,625 ) (646,980 ) Less: Accumulated Amortization — — Software - net $ -0- $ -0- |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
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. The Company has not paid the amounts due under this note. See Note 12. At March 31, 2017 and June 30, 2016 the Company had notes payable in the amount of $850,034 and $0, respectively. |
Convertible Debt and Warrants
Convertible Debt and Warrants | 9 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 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 3.85% 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) Total Principal Converted Net Principal 10/02/15 10/02/17 3.85 % 18.00 % $ 617,578 $ 270,960 $ 346,618 12/07/15 11/30/17 10.00 % 10.00 % 250,000 150,000 100,000 02/04/16 08/04/16 5.00 % n/a 15,000 15,000 - 04/26/16 03/30/18 10.00 % 18.00 % 25,000 25,000 - 04/26/16 03/30/18 10.00 % 18.00 % 50,000 50,000 - 04/27/16 03/30/18 10.00 % 18.00 % 300,000 - 300,000 05/13/16 05/13/17 10.00 % 22.00 % 700,000 64,380 635,620 06/14/16 05/30/17 10.00 % 18.00 % 75,000 - 75,000 07/21/16 03/30/17 10.00 % 10.00 % 75,000 - 75,000 08/23/16 02/23/17 10.00 % 18.00 % 15,000 - 15,000 09/22/16 04/22/17 10.00 % 22.00 % 225,000 - 225,000 10/18/16 07/18/17 10.00 % 18.00 % 150,000 - 150,000 01/27/17 01/27/18 10.00 % 18.00 % 5,000 - 5,000 01/27/17 01/27/18 10.00 % 18.00 % 5,000 - 5,000 02/02/17 02/02/18 10.00 % 18.00 % 5,000 - 5,000 02/10/17 02/10/18 10.00 % 18.00 % 11,666 - 11,666 02/10/17 02/10/18 10.00 % 18.00 % 11,668 - 11,668 02/14/17 02/14/18 10.00 % 18.00 % 11,700 - 11,700 02/17/17 02/17/18 10.00 % 18.00 % 50,000 - 50,000 02/23/17 02/23/18 10.00 % 18.00 % 50,000 - 50,000 03/15/17 03/15/18 10.00 % 18.00 % 50,000 - 50,000 03/17/17 03/17/18 10.00 % 18.00 % 50,000 - 50,000 03/28/17 03/28/18 10.00 % 18.00 % 50,000 - 50,000 Total Convertible Notes $ 2,797,612 $ 575,340 $ 2,222,272 (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 March 31, 2017), however, the Notes include a “ratchet feature”, which allows for a lower conversion price based on market prices. (C) Future Commitments At March 31, 2017, the Company has outstanding convertible debt of $2,222,272 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 March 31, 2017 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 | 9 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017. 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: March 31, 2017 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 (15,355,804 ) 10,641,842 Fair value mark to market adjustment - warrants (2,062,007 ) 1,817,529 Reclassified to additional paid in capital (1,430,749 ) Totals $ 2,267,749 $ 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 of March 31, 2017: 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 | 9 Months Ended |
Mar. 31, 2017 | |
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 $318,598 as of March 31, 2017 and $2,076,912 for the year ended June 30, 2016. Accumulated amortization of debt discount amounted to $1,161,979 as of March 31, 2017 and $487,399 for the year ended June 30, 2016. The Company recorded amortization expense of the debt issuance cost of $1,161,979 as of March 31, 2017 and $487,399 for the year ended June 30, 2016. March 31, 2017 June 30, 2016 Balance Prior Year $ 443,065 $ 85,000 Proceeds 872,604 2,032,578 Repayments (581,112 ) (85,000 ) Less: gross Debt Discount recorded (318,598 ) (2,076,912 ) Add: Amortization of Debt Discount 1,161,979 487,399 Less Current portion (602,671 ) (108,953 ) Long-Term Convertible Debt $ 975,267 334,112 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 10. STOCKHOLDERS’ EQUITY (DEFICIT) Shares Authorized On December 15, 2015, the Company filed Articles of Amendment to authorize 300,000,000 shares of common stock, par value $0.001 per share, authorize 20,000,000 shares of preferred stock, par value $0.001 per share and to effectuate a 1 for 11 forward stock split. All common stock and per share data for the period presented in this Quarterly Report on Form 10-Q has been adjusted to give effect to the forward stock split. Preferred Stock The Company has authorized 20,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. As of March 31, 2017, the Board of Directors has not designated any classes of Preferred Stock and there are no shares of Preferred Stock issued or outstanding. Common Stock Issued For the nine-month period ended March 31, 2017, 53,654,995 shares of common stock were issued and 27,617,226 shares of common stock were returned by or former Chief Executive Officer and cancelled upon his resignation, bringing the total shares issued and outstanding to 79,370,345. On February 3, 2017, the Company issued 2,533,104 shares of its common stock to Bezalel Partners, LLC in conversion of $35,969.76 of the purchaser’s convertible note payable principal and $7,433.00 in interest. The original issuance date of the $164,359.76 note payable was October 2, 2015. The conversion price of the note was stated at $0.017. The proceeds reduced Convertible Notes Payable to 43,402.76. This debt is now fully settled. On February 8, 2017, the Company issued 4,480,000 shares of its common stock to Edgestone Associates, Inc. in conversion of $26,880.00 of the purchaser’s convertible note payable. The original issuance date of the $ 700,000.00 note payable was May 13, 2016. The conversion 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 $26,880.00. On March 1, 2017, the Company issued 3,00,000 shares of its common stock with a value of $0.0118 per common share to William Singer in connection with VP of Sales services performed in 2016. On March 1, 2017, Robert Gruder returned 27,617,226 shares of the Company’s common stock to treasury. On March 10, 2017, the Company issued 1,494,612 shares of its common stock to Atlanta Capital Partners, LLC in conversion of $15,000.00 of the purchaser’s convertible note payable plus $833.00 of interest. The original issuance date of the $ 15,000.00 note payable was August 23, 2016. The conversion 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 $15,833.00. This debt is now fully settled. On March 30, 2017, the Company issued 5,660,377 shares of its common stock to St. George Investments LLC in conversion of $30,00.00 of the purchaser’s convertible note payable. The original issuance date of the $225,000.00 note payable was September 22, 2016. The conversion price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $30,000.00. On January 12, 2017, in conjunction with his resignation as the Company’s Chief Executive Officer and a director, Robert Gruder agreed to cancel 27,617,226 shares of the Company’s common stock issued to him in connection with the acquisition of Klear Kapture. |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Mar. 31, 2017 | |
Stock Incentive Plan | |
Stock Incentive Plan | NOTE 11. STOCK INCENTIVE PLAN 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. 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 may be made under the plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Acquisition of Batterfly Energy, Ltd On June 10, 2016, we entered into a Stock Purchase Agreement with Batterfly Energy Ltd. (“Batterfly”), and all of its shareholders. On July 11, 2016, the transaction closed (the “Batterfly Closing Date”). The transaction closed on July 11, 2016. Under the terms of the Stock Purchase Agreement, the Company acquired all of the outstanding capital stock of Batterfly in exchange for the following consideration: (i) $1,000,000 in cash, of which $450,000 was paid at closing, with the remainder paid in installments on the dates that are 12 months and 16 months after the Batterfly Closing Date; (ii) a promissory note and stock pledge agreement issued by the Company payable to the Batterfly Shareholders in the amount of $500,000 payable in two installments of $250,000 on each of October 6, 2016 and $250,000 on February 13, 2017 (the “Batterfly Promissory Note”); (iii) 10,000,000 shares of the Company’s unregistered common stock issued to the Batterfly shareholders, with 5,000,000 shares being issued to the Batterfly shareholders at Batterfly Closing Date, and the remaining 5,000,000 shares being held in escrow, to be released 50% on the one year anniversary of the Batterfly Closing Date, and 50% on the date that the Company has sold an aggregate of 1,000,000 units of Batterfly’s products; and (iv) quarterly payments of cash, up to an aggregate amount of $2,000,000, based on the number of Batterfly’s products sold by the Company after the Batterfly Closing Date. On January 11, 2017, the Company received a default notice related to the Company’s failure to make any payments on the Batterfly Promissory Note. 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 did not make the payments demanded and is currently in discussions with the Batterfly shareholders regarding the matters asserted in the default notice. HP Trademark License Agreement Termination On March 30, 2017, the Company entered into a termination agreement with HP whereby they terminated the Trademark License Agreement. Pursuant to the terms of the termination agreement, the Company agreed to pay HP $62,500.00 by July 15, 2017 and $62,500.00 by October 15, 2017. As of March 30, 2017, the Company agreed to refrain from using any HP trademarks on any products and confirmed that the Company did not have any HP Branded Products in its inventory. Management Agreements Huey Long In connection with his engagement as the Chief Executive Officer of the Company, the Company entered into an Executive Employment Agreement with Huey Long (the “Agreement”) on February 2, 2017. The Agreement is for a one year term, which automatically renews for successive additional one-year terms unless either Mr. Long or the Company notifies the other party that they do not wish the Agreement to so renew. The Agreement provides that Mr. Long will serve as the Company’s Chief Executive Officer and as a member of the Board. Pursuant to the Agreement, the Company will pay Mr. Long a salary of $300,000 annually, payable on a monthly basis with the first payment due on February 7, 2017. In addition, the Company granted to Mr. Long, effective as of February 2, 2017, 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. The Agreement also provides that Mr. Long will be granted (i) 500,000 additional shares of stock (provided that the Board may increase this number) on each anniversary of the commencement of the agreement, with such shares to vest 50% on the first anniversary of such grant and 50% to vest on the second anniversary of such grant and (ii) each, year, in the event that Mr. Long does not at that time own 10% of the number of shares of Common Stock outstanding (counting all prior stock grants as vested), a number of shares of Common Stock sufficient to bring Mr. Long up to such 10% ownership. If Mr. Long’s engagement is terminated by the Company without “Cause,” or by Mr. Long for “Good Reason,” (in each case as defined the employment agreement) then a portion of the stock grants described above equal to a pro rata portion of the grants based on the time from February 2, 2017 to the date of termination, and assuming a 24-month vesting period, shall be deemed vested, and all other amounts shall be forfeited. If Mr. Long’s engagement is terminated by the Company with “Cause” or by Mr. Long without “Good Reason,” then all unvested portions of the stock grants described above as of the date of termination shall be forfeited. Victoria Rudman In connection with her engagement as the Chief Financial Officer of the Company which became effective on January 16, 2017, the Company and Ms. Rudman are in the process of entering into a formal agreement that will provide for payment of fees of $5,000 per month in cash with a stock incentive component. No definitive agreement has been completed as of March 31, 2017. William Singer In connection with his engagement as the Executive Vice President of Sales and Marketing of the Company, the Company entered into an Executive Employment Agreement with William Singer (the “Agreement”) on March 1, 2017. The Agreement is for a two-year term, which automatically renews for successive additional one-year terms unless either Mr. Singer or the Company notifies the other party that they do not wish the Agreement to so renew. The Agreement provides that Mr. Singer will serve as the Company’s Executive Vice President of Sales and Marketing and as a member of the Board. Pursuant to the Agreement, the Company will pay Mr. Singer a salary of $3,500 per month, which commenced effective as of February 1, 2017, provided that following the month in which the Company begins generating revenue Mr. Singer’s salary will be increased to $5,000 per month. Mr. Singer will also receive a commission of 1% of any net sales revenue collected by the Company on the sales of its products, based on the wholesale price, and contingent on the sale being profitable to the Company, and will be eligible for a bonus as jointly determined by the Board and Mr. Singer. In addition, the Company granted to Mr. Singer, effective as of March 1, 2017, a total of 6,000,000 shares of the Company’s unregistered common stock, par value $0.001 per share (the “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. Pursuant to the Agreement, the Company also agreed to grant Mr. Singer 500,000 shares of Common Stock on each anniversary of March 1, 2017, provided that the amount of these shares of Common Stock will be based on performance and may be adjusted by the Board. The shares of Common Stock in these grants will vest 50% on each anniversary of the applicable grant. If Mr. Singer’s engagement is terminated by the Company without “Cause,” or by Mr. Singer for “Good Reason,” (in each case as defined in the employment agreement) then a portion of the stock grants described above equal to a pro rata portion of the grants based on the time from the date of the grant to the date of termination, and assuming a 24-month vesting period, shall be deemed vested, and all other amounts shall be forfeited. If Mr. Singer’s engagement is terminated by the Company with “Cause” or by Mr. Singer without “Good Reason,” then all unvested portions of the stock grants described above as of the date of termination shall be forfeited. Litigation From time to time we may be a defendant and/or plaintiff in various other legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
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 the issuance of the financial statements. On April 6, 2017, the Company entered into a Warrant Settlement Agreement with St. George Investments LLC (“Holder”). Effective as of September 22, 2016, the Company issued to the Holder a warrant to purchase shares of the Company’s common stock (the “Warrant”) pursuant to that certain Securities Agreement dated September 22, 2016 between Company and Holder (the “Purchase Agreement”). Upon the Company’s request, Holder agreed to cancel the Warrant in exchange for a payment in the amount of $20,000.00 (the “Settlement Payment”) as full payment for and satisfaction of the Company’s obligations under the Warrant. Issuances of Common Stock On April 7, 2017, the Company issued 3,685,000 shares of its unrestricted common stock upon conversion of $11,608 principal amount and zero interest of its convertible note payable. On April 12, 2017 8,731,618 shares of its unrestricted common stock upon conversion of $43,209 principal amount and zero interest of its convertible note payable. On April 20, 2017 5,236,276 shares of its unrestricted common stock upon conversion of $16,494principal amount and zero interest of its convertible note payable. On April 24, 2017 3,889,146 shares of its unrestricted common stock upon conversion of $11,862 principal amount and zero interest of its convertible note payable. On April 25, 2017 14,777,637 shares of its unrestricted common stock upon conversion of $52,762 principal amount and zero interest of its convertible note payable. On May 2, 2017 8,978,121 shares of its unrestricted common stock upon conversion of $27,763 principal amount and zero interest of its convertible note payable. On May 9, 2017 12,525,486 shares of its unrestricted common stock upon conversion of $30,294 principal amount and zero interest of its convertible note payable. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
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. |
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) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 2017 June 30, 2016 Software $ 14,625 $ 646,980 Less: Impairment Charges (14,625 ) (646,980 ) Less: Accumulated Amortization — — Software - net $ -0- $ -0- |
Convertible Debt and Warrants (
Convertible Debt and Warrants (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | Issue Date Maturity Date Interest rate Interest rate (default) Total Principal Converted Net Principal 10/02/15 10/02/17 3.85 % 18.00 % $ 617,578 $ 270,960 $ 346,618 12/07/15 11/30/17 10.00 % 10.00 % 250,000 150,000 100,000 02/04/16 08/04/16 5.00 % n/a 15,000 15,000 - 04/26/16 03/30/18 10.00 % 18.00 % 25,000 25,000 - 04/26/16 03/30/18 10.00 % 18.00 % 50,000 50,000 - 04/27/16 03/30/18 10.00 % 18.00 % 300,000 - 300,000 05/13/16 05/13/17 10.00 % 22.00 % 700,000 64,380 635,620 06/14/16 05/30/17 10.00 % 18.00 % 75,000 - 75,000 07/21/16 03/30/17 10.00 % 10.00 % 75,000 - 75,000 08/23/16 02/23/17 10.00 % 18.00 % 15,000 - 15,000 09/22/16 04/22/17 10.00 % 22.00 % 225,000 - 225,000 10/18/16 07/18/17 10.00 % 18.00 % 150,000 - 150,000 01/27/17 01/27/18 10.00 % 18.00 % 5,000 - 5,000 01/27/17 01/27/18 10.00 % 18.00 % 5,000 - 5,000 02/02/17 02/02/18 10.00 % 18.00 % 5,000 - 5,000 02/10/17 02/10/18 10.00 % 18.00 % 11,666 - 11,666 02/10/17 02/10/18 10.00 % 18.00 % 11,668 - 11,668 02/14/17 02/14/18 10.00 % 18.00 % 11,700 - 11,700 02/17/17 02/17/18 10.00 % 18.00 % 50,000 - 50,000 02/23/17 02/23/18 10.00 % 18.00 % 50,000 - 50,000 03/15/17 03/15/18 10.00 % 18.00 % 50,000 - 50,000 03/17/17 03/17/18 10.00 % 18.00 % 50,000 - 50,000 03/28/17 03/28/18 10.00 % 18.00 % 50,000 - 50,000 Total Convertible Notes $ 2,797,612 $ 575,340 $ 2,222,272 |
Schedule of Warrants | 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) | 9 Months Ended |
Mar. 31, 2017 | |
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, 2017 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 (15,355,804 ) 10,641,842 Fair value mark to market adjustment - warrants (2,062,007 ) 1,817,529 Reclassified to additional paid in capital (1,430,749 ) Totals $ 2,267,749 $ 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 of March 31, 2017: 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) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | March 31, 2017 June 30, 2016 Balance Prior Year $ 443,065 $ 85,000 Proceeds 872,604 2,032,578 Repayments (581,112 ) (85,000 ) Less: gross Debt Discount recorded (318,598 ) (2,076,912 ) Add: Amortization of Debt Discount 1,161,979 487,399 Less Current portion (602,671 ) (108,953 ) Long-Term Convertible Debt $ 975,267 334,112 |
Organization and Operations (De
Organization and Operations (Details Narrative) - USD ($) | Jul. 31, 2016 | Oct. 02, 2015 |
Batterfly Energy [Member] | ||
Product warrant description | The Company acquired Batterfly Energy in July 2016. Batterfly manufactures the Mobeego® brand emergency cell phone batteries. 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 | |
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 Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Development cost through last quarter | ||
Software Development [Member] | ||
Development cost through last quarter | $ 14,625 |
Uncertainty of Ability to Con26
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net accumulated deficit | $ (16,428,762) | $ (20,454,450) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - shares | Mar. 01, 2017 | Jan. 12, 2017 | Mar. 31, 2017 |
Number of shares of common stock cancelled | 27,617,226 | ||
Robert Gruder [Member] | |||
Number of shares of common stock cancelled | 27,617,226 | 27,617,226 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Developed Software | ||
Impairment charge | (14,625) | $ (646,980) |
Software Development [Member] | ||
Developed Software | $ 14,625 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Software | $ 14,625 | $ 646,980 |
Less: Impairment Charges | (14,625) | (646,980) |
Less: Accumulated Amortization | ||
Software - net | $ 0 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 11, 2016 | Mar. 31, 2017 | Jul. 14, 2016 | Jun. 30, 2016 |
Promissory note issued | $ 2,797,612 | |||
Notes payable | $ 850,034 | $ 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 Warrants31
Convertible Debt and Warrants (Details Narrative) - USD ($) | Dec. 07, 2015 | Oct. 02, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Convertible note principal amount | $ 2,797,612 | |||
Convertible debt remaining outstanding balance | 417,588 | |||
Proceeds from convertible debt | $ 250,000 | $ 617,578 | 800,034 | $ 867,577 |
Outstanding convertible debt | $ 2,222,272 | |||
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 | 3.85% | |||
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 ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Convertible Debt Principal Amount | $ 2,797,612 | $ 2,797,612 | |
Converted | 575,340 | 482,208 | $ 65,000 |
Net Principal | $ 2,222,272 | $ 2,222,272 | |
Convertible Debt One [Member] | |||
Convertible Debt Issue Date | Oct. 2, 2015 | ||
Convertible Debt Maturity Date | Oct. 2, 2017 | ||
Convertible Debt Interest rate | 3.85% | 3.85% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 617,578 | $ 617,578 | |
Converted | 270,960 | ||
Net Principal | $ 346,618 | $ 346,618 | |
Convertible Debt Two [Member] | |||
Convertible Debt Issue Date | Dec. 7, 2015 | ||
Convertible Debt Maturity Date | Nov. 30, 2017 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 10.00% | ||
Convertible Debt Principal Amount | $ 250,000 | $ 250,000 | |
Converted | 150,000 | ||
Net Principal | $ 100,000 | $ 100,000 | |
Convertible Debt Three [Member] | |||
Convertible Debt Issue Date | Feb. 4, 2016 | ||
Convertible Debt Maturity Date | Aug. 4, 2016 | ||
Convertible Debt Interest rate | 5.00% | 5.00% | |
Convertible Debt Interest rate (default) | |||
Convertible Debt Principal Amount | $ 15,000 | $ 15,000 | |
Converted | 15,000 | ||
Net Principal | |||
Convertible Debt Four [Member] | |||
Convertible Debt Issue Date | Apr. 26, 2016 | ||
Convertible Debt Maturity Date | Mar. 30, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 25,000 | $ 25,000 | |
Converted | 25,000 | ||
Net Principal | |||
Convertible Debt Five [Member] | |||
Convertible Debt Issue Date | Apr. 26, 2016 | ||
Convertible Debt Maturity Date | Mar. 30, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | 50,000 | ||
Net Principal | |||
Convertible Debt Six [Member] | |||
Convertible Debt Issue Date | Apr. 27, 2016 | ||
Convertible Debt Maturity Date | Mar. 30, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 300,000 | $ 300,000 | |
Converted | |||
Net Principal | $ 300,000 | $ 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% | 10.00% | |
Convertible Debt Interest rate (default) | 22.00% | ||
Convertible Debt Principal Amount | $ 700,000 | $ 700,000 | |
Converted | 64,380 | ||
Net Principal | $ 635,620 | $ 635,620 | |
Convertible Debt Eight [Member] | |||
Convertible Debt Issue Date | Jun. 14, 2016 | ||
Convertible Debt Maturity Date | May 30, 2017 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 75,000 | $ 75,000 | |
Converted | |||
Net Principal | $ 75,000 | $ 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% | 10.00% | |
Convertible Debt Interest rate (default) | 10.00% | ||
Convertible Debt Principal Amount | $ 75,000 | $ 75,000 | |
Converted | |||
Net Principal | $ 75,000 | $ 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% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 15,000 | $ 15,000 | |
Converted | |||
Net Principal | $ 15,000 | $ 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% | 10.00% | |
Convertible Debt Interest rate (default) | 22.00% | ||
Convertible Debt Principal Amount | $ 225,000 | $ 225,000 | |
Converted | |||
Net Principal | $ 225,000 | $ 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% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 150,000 | $ 150,000 | |
Converted | |||
Net Principal | $ 150,000 | $ 150,000 | |
Convertible Debt Thirteen [Member] | |||
Convertible Debt Issue Date | Jan. 27, 2017 | ||
Convertible Debt Maturity Date | Jan. 27, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 5,000 | $ 5,000 | |
Converted | |||
Net Principal | $ 5,000 | $ 5,000 | |
Convertible Debt Fourteen [Member] | |||
Convertible Debt Issue Date | Jan. 27, 2017 | ||
Convertible Debt Maturity Date | Jan. 27, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 5,000 | $ 5,000 | |
Converted | |||
Net Principal | $ 5,000 | $ 5,000 | |
Convertible Debt Fifteen [Member] | |||
Convertible Debt Issue Date | Feb. 2, 2017 | ||
Convertible Debt Maturity Date | Feb. 2, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 5,000 | $ 5,000 | |
Converted | |||
Net Principal | $ 5,000 | $ 5,000 | |
Convertible Debt Sixteen [Member] | |||
Convertible Debt Issue Date | Feb. 10, 2017 | ||
Convertible Debt Maturity Date | Feb. 10, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 11,666 | $ 11,666 | |
Converted | |||
Net Principal | $ 11,666 | $ 11,666 | |
Convertible Debt Seventeen [Member] | |||
Convertible Debt Issue Date | Feb. 10, 2017 | ||
Convertible Debt Maturity Date | Feb. 10, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 11,668 | $ 11,668 | |
Converted | |||
Net Principal | $ 11,668 | $ 11,668 | |
Convertible Debt Eighteen [Member] | |||
Convertible Debt Issue Date | Feb. 14, 2017 | ||
Convertible Debt Maturity Date | Feb. 14, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 11,700 | $ 11,700 | |
Converted | |||
Net Principal | $ 11,700 | $ 11,700 | |
Convertible Debt Nineteen [Member] | |||
Convertible Debt Issue Date | Feb. 17, 2017 | ||
Convertible Debt Maturity Date | Feb. 17, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | |||
Net Principal | $ 50,000 | $ 50,000 | |
Convertible Debt Twenty [Member] | |||
Convertible Debt Issue Date | Feb. 23, 2017 | ||
Convertible Debt Maturity Date | Feb. 23, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | |||
Net Principal | $ 50,000 | $ 50,000 | |
Convertible Debt Twenty One [Member] | |||
Convertible Debt Issue Date | Mar. 15, 2017 | ||
Convertible Debt Maturity Date | Mar. 15, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | |||
Net Principal | $ 50,000 | $ 50,000 | |
Convertible Debt Twenty Two [Member] | |||
Convertible Debt Issue Date | Mar. 17, 2017 | ||
Convertible Debt Maturity Date | Mar. 17, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | |||
Net Principal | $ 50,000 | $ 50,000 | |
Convertible Debt Twenty Three [Member] | |||
Convertible Debt Issue Date | Mar. 28, 2017 | ||
Convertible Debt Maturity Date | Mar. 28, 2018 | ||
Convertible Debt Interest rate | 10.00% | 10.00% | |
Convertible Debt Interest rate (default) | 18.00% | ||
Convertible Debt Principal Amount | $ 50,000 | $ 50,000 | |
Converted | |||
Net Principal | $ 50,000 | $ 50,000 |
Convertible Debt and Warrants33
Convertible Debt and Warrants - Schedule of Warrants (Details) | 9 Months Ended |
Mar. 31, 2017$ / 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 ($) | Mar. 31, 2017 | 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 | (15,355,804) | 10,641,842 |
Fair value mark to market adjustment - warrants | (2,062,007) | 1,817,529 |
Reclassified to additional paid in capital | (1,430,749) | |
Total | $ 2,267,749 | $ 20,143,189 |
Derivative Liabilities - Sche35
Derivative Liabilities - Schedule of Fair Value Assumption of Derivative Liabilities (Details) | 9 Months Ended |
Mar. 31, 2017 | |
Commitment Date [Member] | |
Expected dividends | 0.00% |
Expected volatility | 220.00% |
Re-measurement Date [Member] | |
Expected dividends | 0.00% |
Expected volatility | 243.00% |
Minimum [Member] | Commitment Date [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] | Commitment Date [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 ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Convertible debt discount | $ 318,598 | $ 2,076,912 |
Accumulated amortization of debt discount | 1,161,979 | 487,399 |
Amortization expense of debt issuance cost | $ 1,161,979 | $ 487,399 |
Convertible Debt - Net - Schedu
Convertible Debt - Net - Schedule of Convertible Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Balance Prior Year | $ 443,065 | $ 85,000 |
Proceeds | 872,604 | 2,032,578 |
Repayments | (581,112) | (85,000) |
Less: gross debt discount recorded | (318,598) | (2,076,912) |
Add: Amortization of Debt Discount | 1,161,979 | 487,399 |
Less Current portion | (602,671) | (108,953) |
Long-Term Convertible Debt | $ 975,267 | $ 443,065 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Mar. 30, 2017 | Mar. 10, 2017 | Mar. 01, 2017 | Feb. 08, 2017 | Feb. 03, 2017 | Jan. 12, 2017 | Sep. 22, 2016 | Aug. 23, 2016 | May 13, 2016 | Dec. 15, 2015 | Dec. 07, 2015 | Oct. 02, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||
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 | 1 for 11 forward stock split | ||||||||||||||
Number of common stock issued | 53,654,995 | ||||||||||||||
Number of shares of common stock cancelled | 27,617,226 | ||||||||||||||
Common stock, shares issued | 79,370,345 | 53,332,576 | |||||||||||||
Common stock, shares outstanding | 79,370,345 | 53,332,576 | |||||||||||||
Proceed from reduction of convertible note payable | $ 250,000 | $ 617,578 | $ 800,034 | $ 867,577 | |||||||||||
Bezalel Partners, LLC [Member] | |||||||||||||||
Number of common stock issued for convertible note | 2,533,104 | ||||||||||||||
Number of common stock issued for convertible note, value | $ 35,970 | ||||||||||||||
Convertible note payable, interest | 7,433 | ||||||||||||||
Proceed from issuance note payable | $ 164,360 | ||||||||||||||
Debt conversion price per share | $ 0.017 | ||||||||||||||
Proceed from reduction of convertible note payable | $ 43,403 | ||||||||||||||
Edgestone Associates, Inc. [Member] | |||||||||||||||
Number of common stock issued for convertible note | 4,480,000 | ||||||||||||||
Number of common stock issued for convertible note, value | $ 26,880 | ||||||||||||||
Proceed from issuance note payable | $ 700,000 | ||||||||||||||
Proceed from reduction of convertible note payable | $ 26,880 | ||||||||||||||
Conversion price stated percentage | 50.00% | ||||||||||||||
Atlanta Capital Partners, LLC [Member] | |||||||||||||||
Number of common stock issued for convertible note | 1,494,612 | ||||||||||||||
Number of common stock issued for convertible note, value | $ 15,000 | ||||||||||||||
Convertible note payable, interest | $ 833 | ||||||||||||||
Proceed from issuance note payable | $ 15,000 | ||||||||||||||
Proceed from reduction of convertible note payable | $ 15,833 | ||||||||||||||
Conversion price stated percentage | 75.00% | ||||||||||||||
St. George Investments LLC [Member] | |||||||||||||||
Number of common stock issued for convertible note | 5,660,377 | ||||||||||||||
Number of common stock issued for convertible note, value | $ 3,000 | ||||||||||||||
Proceed from issuance note payable | $ 225,000 | ||||||||||||||
Debt conversion price per share | $ 0.026 | ||||||||||||||
Proceed from reduction of convertible note payable | $ 30,000 | ||||||||||||||
William Singer [Member] | |||||||||||||||
Number of common stock shares issued for services | 300,000 | ||||||||||||||
Shares issued price per share | $ 0.0118 | ||||||||||||||
Robert Gruder [Member] | |||||||||||||||
Number of shares of common stock cancelled | 27,617,226 | 27,617,226 |
Stock Incentive Plan (Details N
Stock Incentive Plan (Details Narrative) - shares | Apr. 20, 2016 | Mar. 31, 2017 |
Number of common stock shares issued under plan | 53,654,995 | |
2016 Stock and Incentive Plan [Member] | ||
Number of common stock shares issued under plan | 20,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 15, 2017 | Mar. 01, 2017 | Feb. 07, 2017 | Feb. 02, 2017 | Jan. 23, 2017 | Jan. 11, 2017 | Jul. 11, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 13, 2017 | Oct. 06, 2016 | Jun. 30, 2016 | Dec. 15, 2015 |
Promissory note payable | $ 850,034 | $ 850,034 | $ 0 | ||||||||||||
Salary | $ 2,269 | $ 49,992 | $ 160,996 | $ 107,574 | |||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Second Grant [Member] | |||||||||||||||
Number of common shares vested | 500,000 | 500,000 | |||||||||||||
August 2, 2017 [Member] | |||||||||||||||
Number of common shares vested | 3,750,000 | 3,750,000 | |||||||||||||
February 2, 2018 [Member] | |||||||||||||||
Number of common shares vested | 7,500,000 | 7,500,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of unregistered common stock options granted | 15,500,000 | ||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||
Common Stock One [Member] | |||||||||||||||
Number of unregistered common stock options granted | 15,000,000 | ||||||||||||||
Common Stock Two [Member] | |||||||||||||||
Number of unregistered common stock options granted | 500,000 | ||||||||||||||
Huey Long [Member] | |||||||||||||||
Number of common shares vested | 500,000 | 500,000 | |||||||||||||
Common stock outstanding percentage | 10.00% | ||||||||||||||
Common stock ownership percentage | 10.00% | 10.00% | |||||||||||||
Huey Long [Member] | Second Anniversary [Member] | |||||||||||||||
Shares vested percentage | 50.00% | ||||||||||||||
Mr. Singer [Member] | |||||||||||||||
Salary | $ 3,500 | ||||||||||||||
Percentage of commission on net sales revenue | 1.00% | ||||||||||||||
Mr. Singer [Member] | Unregistered Common Stock [Member] | |||||||||||||||
Number of unregistered common stock options granted | 6,000,000 | ||||||||||||||
Number of common shares vested | 250,000 | ||||||||||||||
Common stock ownership percentage | 50.00% | ||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||
Mr. Singer [Member] | Unregistered Common Stock [Member] | March 1, 2018 [Member] | |||||||||||||||
Number of common shares vested | 1,500,000 | ||||||||||||||
Mr. Singer [Member] | Unregistered Common Stock One [Member] | |||||||||||||||
Number of unregistered common stock options granted | 500,000 | ||||||||||||||
Batterfly Energy, Ltd. [Member] | Subsequent Event [Member] | |||||||||||||||
Debt initial payment | $ 20,000 | ||||||||||||||
Debt default amount | $ 250,000 | ||||||||||||||
Batterfly Energy, Ltd. [Member] | Subsequent Event [Member] | Batterfly Acquisition [Member] | |||||||||||||||
Aggregate shareholders related to consulting fees | $ 20,000 | ||||||||||||||
Stock Purchase Agreement [Member] | Batterfly Energy, Ltd. [Member] | |||||||||||||||
Payment to acquire business | $ 1,000,000 | ||||||||||||||
Promissory note payable | $ 500,000 | $ 250,000 | $ 250,000 | ||||||||||||
Number of unregistered common shares issued for acquisitions | 10,000,000 | ||||||||||||||
Number of remaining shares held in escrow | 5,000,000 | ||||||||||||||
Release of shares held in escrow, description | remaining 5,000,000 shares being held in escrow, to be released 50% on the one year anniversary of the Batterfly Closing Date, and 50% on the date that the Company has sold an aggregate of 1,000,000 units of Batterflys products | ||||||||||||||
Aggregate units sold during period | 1,000,000 | ||||||||||||||
Quarterly payment of cash | $ 2,000,000 | ||||||||||||||
Stock Purchase Agreement [Member] | Batterfly Energy, Ltd. [Member] | Batterfly Closing Date [Member] | |||||||||||||||
Payment to acquire business | $ 450,000 | ||||||||||||||
Number of unregistered common shares issued for acquisitions | 5,000,000 | ||||||||||||||
Termination Agreement [Member] | |||||||||||||||
Payments for contract termination | $ 62,500 | ||||||||||||||
Executive Employment Agreement [Member] | Huey Long [Member] | |||||||||||||||
Salary | $ 300,000 | ||||||||||||||
Monthly payment due date | Feb. 7, 2017 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 09, 2017 | May 02, 2017 | Apr. 25, 2017 | Apr. 24, 2017 | Apr. 20, 2017 | Apr. 12, 2017 | Apr. 07, 2017 | Mar. 30, 2017 | Apr. 06, 2017 |
St. George Investments LLC [Member] | |||||||||
Number of shares issued conversion of a convertible note payable | 5,660,377 | ||||||||
Number of shares issued conversion of a convertible note payable, value | $ 3,000 | ||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||
Number of shares issued conversion of a convertible note payable | 12,525,486 | 5,177,621 | 14,777,637 | 3,889,146 | 5,236,276 | 8,731,618 | 3,685,000 | ||
Number of shares issued conversion of a convertible note payable, value | $ 30,294 | $ 27,763 | $ 52,762 | $ 11,862 | $ 16,494 | $ 43,209 | $ 11,608 | ||
Debt instrument interest rate | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Subsequent Event [Member] | Warrant Settlement Agreement [Member] | St. George Investments LLC [Member] | |||||||||
Warrant settlement payment | $ 20,000 |