Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2014 | Feb. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | WARP 9, INC. | |
Entity Central Index Key | 743758 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | TRUE | |
Amendment Description | EXPLANATORY NOTE | |
Warp 9, Inc., (the "Company"), is filing this Amendment to its Quarterly Report on Form 10-Q/A for the period ended December 31, 2014 filed with the Securities and Exchange Commission on February 14, 2015, for the sole purpose of included Exhibit 10.18 under Item 6. | ||
This Amendment does not reflect events occurring after the Original Filing except as noted above. Except for the foregoing amended information, this Form 10-Q/A continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date. | ||
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 105,790,195 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
CURRENT ASSETS | ||
Cash | $41,548 | $50,041 |
Accounts Receivable, net | 42,235 | 101,393 |
Prepaid and Other Current Assets | 2,421 | 5,440 |
TOTAL CURRENT ASSETS | 86,204 | 156,874 |
PROPERTY & EQUIPMENT, at cost | ||
Furniture, Fixtures & Equipment | 10,533 | 10,533 |
Computer Equipment | 26,337 | 23,982 |
Computer Software | 1,904 | 1,904 |
Total Property and Equipment, at cost | 38,774 | 36,419 |
Less accumulated depreciation | 26,307 | 24,033 |
NET PROPERTY AND EQUIPMENT | 12,467 | 12,386 |
OTHER ASSETS | ||
Lease Deposit | 5,955 | 5,955 |
TOTAL OTHER ASSETS | 5,955 | 5,955 |
TOTAL ASSETS | 104,626 | 175,215 |
CURRENT LIABILITIES | ||
Accounts Payable | 64,805 | 69,946 |
Accrued Expenses | 80,275 | 134,611 |
Accrued Interest | 11,932 | |
Deferred Income | 1,450 | 3,300 |
Convertible Notes Payable, current, net | 310,843 | 140,008 |
Derivative Liability | 1,608,677 | 2,169,051 |
Note Payable, Other | 37,867 | |
Customer Deposit | 4,848 | 6,846 |
TOTAL CURRENT LIABILITIES | 2,070,898 | 2,573,561 |
LONG TERM LIABILITIES | ||
Convertible Notes Payable, net | 62,847 | 10,528 |
Accrued Expenses, long term | 220,053 | 222,153 |
TOTAL LONG TERM LIABILITIES | 282,900 | 232,681 |
TOTAL LIABILITIES | 2,353,798 | 2,806,242 |
SHAREHOLDERS' EQUITY/ (DEFICIT) | ||
Preferred Stock, $0.001 Par Value; 5,000,000 Authorized Shares; no shares issued and outstanding | ||
Common Stock, $0.001 Par Value; 495,000,000 Authorized Shares; 105,790,195 and 100,878,825 Shares Issued and Outstanding , respectively | 105,790 | 100,879 |
Additional Paid In Capital | 7,531,499 | 7,466,090 |
Accumulated Deficit | -9,886,461 | -10,197,996 |
TOTAL SHAREHOLDERS' EQUITY/ (DEFICIT) | -2,249,172 | -2,631,027 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/ (DEFICIT) | $104,626 | $175,215 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 105,790,195 | 100,878,825 |
Common stock, shares outstanding | 105,790,195 | 100,878,825 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||
REVENUE | $126,203 | $376,179 | $240,983 | $611,495 |
COST OF SERVICES | 15,245 | 101,938 | 29,282 | 168,623 |
GROSS PROFIT | 110,958 | 274,241 | 211,701 | 442,872 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 305,270 | 248,258 | 614,994 | 504,299 |
Stock option expense | 5,692 | 5,825 | 11,384 | 11,664 |
Depreciation and amortization | 1,125 | 1,228 | 2,274 | 40,424 |
TOTAL OPERATING EXPENSES | 312,087 | 255,311 | 628,652 | 556,387 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | -201,129 | 18,930 | -416,951 | -113,515 |
OTHER INCOME/(EXPENSE) | ||||
Other income | 300 | 300 | 5,000 | |
Gain on sale of fixed assets | 9,358 | 9,778 | ||
Gain on extinguishment of debt | 6,945 | 118,492 | ||
Gain on changes in derivative liability | 145,632 | 854,138 | ||
Interest expense | 132,372 | 8,168 | 242,844 | 16,332 |
TOTAL OTHER INCOME (EXPENSE) | 20,505 | 1,190 | 730,086 | -1,554 |
EARNINGS/(LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES | -180,624 | 20,120 | 313,135 | -115,069 |
PROVISION FOR INCOME TAXES | ||||
Income taxes paid | -1,600 | -2,753 | ||
PROVISION FOR INCOME TAXES | 1,600 | 2,753 | ||
NET INCOME/(LOSS) | ($180,624) | $20,120 | $311,535 | ($117,822) |
EARNINGS/(LOSS) PER SHARE | ||||
BASIC | $0 | $0 | $0 | $0 |
DILUTED | $0 | $0 | $0 | $0 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC | 105,790,195 | 96,135,126 | 105,790,195 | 96,135,126 |
DILUTED | 105,790,195 | 96,135,126 | 263,304,224 | 96,135,126 |
Consolidated_Statement_Of_Shar
Consolidated Statement Of Shareholders' Equity/(Deficit) (Unaudited) (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, value at Jun. 30, 2014 | $100,879 | $7,466,090 | ($10,197,996) | ($2,631,027) | |
Balance preferred stock, shares at Jun. 30, 2014 | |||||
Balance common stock, shares at Jun. 30, 2014 | 100,878,825 | 100,878,825 | |||
Stock compensation expense | 11,384 | 11,384 | |||
Note conversion, shares | 4,911,370 | ||||
Note conversion, value | 4,911 | 54,025 | 58,936 | ||
Net Income | 311,535 | 311,535 | |||
Balance, value at Dec. 31, 2014 | $105,790 | $7,531,499 | ($9,886,461) | ($2,249,172) | |
Balance preferred stock, shares at Dec. 31, 2014 | |||||
Balance common stock, shares at Dec. 31, 2014 | 105,790,195 | 105,790,195 |
Consolidated_Statement_Of_Cash
Consolidated Statement Of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income/(loss) | $311,535 | ($117,822) |
Adjustment to reconcile net loss to net cash (used) by operating activities | ||
Depreciation and amortization | 2,274 | 40,424 |
Bad debt expense | 8,588 | |
Cost of stock compensation recognized | 11,384 | 11,664 |
Amortization of debt discount | 211,361 | 5,745 |
Gain on sale of fixed assets | 9,778 | |
Gain on settlement of debt | 118,492 | |
Gain on change in derivative liability | 854,138 | |
(Increase) Decrease in: | ||
Accounts receivable | -50,570 | 7,731 |
Prepaid and other assets | -1,021 | 12,819 |
Other assets | -5,000 | |
Increase in: | ||
Accounts payable | -5,141 | 42,376 |
Accrued expenses | 36,750 | 13,986 |
Deferred income | -1,850 | |
Other liabilities | -1,131 | |
NET CASH (USED) IN OPERATING ACTIVITIES | -346,138 | -30,086 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 2,355 | 3,162 |
Proceeds from sale of fixed assets | 9,778 | |
NET CASH (USED)/PROVIDED IN INVESTING ACTIVITIES | -2,355 | 6,616 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 340,000 | 35,000 |
NET CASH PROVIDED IN FINANCING ACTIVITIES | 340,000 | 35,000 |
NET INCREASE/(DECREASE) IN CASH | -8,493 | 11,530 |
CASH, BEGINNING OF YEAR | 50,041 | 12,636 |
CASH, END OF PERIOD | 41,548 | 24,166 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 44 | |
Taxes paid | $1,600 |
Basis_Of_Presentation
Basis Of Presentation | 6 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION |
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10K for the year ended June 30, 2014. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies of Warp 9, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |
The Consolidated Financial Statements include the Company and its majority-owned subsidiary (“Warp 9, Inc., a Delaware corporation”). All significant inter-company transactions are eliminated in consolidation. | |
Accounts Receivable | |
The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2014 and June 30, 2014 are $4,808 and $24,907 respectively. | |
Revenue Recognition | |
The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. | |
We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations is in accordance with ASC 605-45. | |
We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 605-25, which are recognized as the work is performed. | |
Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. The deferred revenue as of December 31, 2014 and June 30, 2014 was $1,450 and $3,300, respectively. | |
For the quarter ended, December 31, 2014, monthly recurring fees for mobile and desktop e-commerce development account for 25% of the Company’s total revenues, professional services account for 71% and the remaining 4% of total revenues are from resale of third party products and services. | |
For the quarter ended, December 31, 2013, monthly recurring fees for mobile and desktop e-commerce development account for 25% of the Company’s total revenues, professional services account for 74% and the remaining 1% of total revenues are from resale of third party products and services. | |
Stock-Based Compensation | |
The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of income. There was no material impact on the Company’s financial statement of operations. | |
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the quarter ended December 31, 2014, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2014 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the quarter ended December 31, 2014 is based on awards ultimately expected to vest, or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the six months ended December 31, 2014 and 2013 was $11,384 and $11,664, respectively. | |
Recently Issued Accounting Pronouncements | |
Management reviewed accounting pronouncements issued during the three months ended December 31, 2014, and no pronouncements were adopted during the period. |
Liquidity_And_Operations
Liquidity And Operations | 6 Months Ended |
Dec. 31, 2014 | |
Liquidity And Operations | |
Liquidity and Operations | 3. LIQUIDITY AND OPERATIONS |
The Company had net income of $311,535 and net loss of $117,822 for the six months periods ended December 31, 2014 and 2013, respectively, and net cash used in operating activities of $346,138 and $30,086 for the same periods, respectively. | |
While Warp 9 expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. In the current financial environment, it could become difficult for the Company to obtain equipment leases and other business financing. There is no assurance that Warp 9 would be able to obtain additional working capital through the private placement of common stock or from any other source. | |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its shareholders since its inception through December 31, 2014. It is management’s plan to generate additional working capital from increasing sales from its desktop and Warp 9 Mobile service offerings, and then continue to pursue its business plan and purposes. |
Convertible_Notes_Payable
Convertible Notes Payable | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Convertible Notes Payable | |||||||||||||||||
Convertible Notes Payable | 4. CONVERTIBLE NOTES PAYABLE | ||||||||||||||||
On March 25, 2013, the Company entered into a convertible promissory note (the “March 2013 Note”) in the amount of $100,000, at which time an initial advance of $50,000 was received to cover operational expenses. The lender advanced an additional $20,000 on April 16, 2013, an additional $15,000 on May 1, 2013 and an additional $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The March 2013 Note bears interest at a rate of 10% per year and matures on September 25, 2015. On May 23, 2014, the lender converted $17,000 of the $100,000 outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the $83,000 outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. The balance of the March 2013 Note, as of December 31, 2014 is $66,000. | |||||||||||||||||
On May 16, 2013, the Company signed a convertible promissory note (the “May 2013 Note”) in the amount of $100,000, at which time an initial advance of $10,000 was received to cover operational expenses. The lender advanced an additional $20,000 on June 3, 2013, an additional $25,000 on July 2, 2013, an additional $10,000 on September 3, 2013 and an additional $35,000 on February 18, 2014, for a total draw of $100,000. The terms of the May 2013 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The Company recognized a discount on the May 2013 Note in the amount of $20,000, due to the beneficial conversion feature. This discount is being recognized over twelve months, beginning on the date of each tranche payment. For the quarter ended December 31, 2014, the Company included $23,669 in interest expense related to the discount. The debt discount related to the conversion feature of the May 2013 Note is fully amortized, as of December 31, 2014. The May 2013 Note bears interest at a rate of 10% per year and matures on November 16, 2015. | |||||||||||||||||
On March 4, 2014, the Company entered into a convertible promissory note (the “March 2014 Note”) in the amount of $250,000, at which time an initial advance of $25,000 was received to cover operational expenses. The lender advanced an additional $20,000 on March 17, 2014 and an additional $30,000 on April 2, 2014, for a total draw of $75,000. The terms of the March 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.012 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The Company recorded a debt discount of $46,929 related to the beneficial conversion feature of the March 2014 Note, along with derivative liabilities. This discount is recognized over 18 months, beginning on the date of each tranche payment. For the quarter ended December 31, 2014, the Company included $12,577 in interest expense related to the discount. The March 2014 Note bears interest at a rate of 10% per year and matures 18 months from the effective date of each advance. | |||||||||||||||||
On April 16, 2014, the Company entered into a convertible promissory note (the “April 2014 Note”) in the amount of $300,000, at which time an initial advance of $40,000 was received to cover operational expenses. The lender advanced an additional $55,000 on April 30, 2014, an additional $40,000 on May 16, 2014, an additional $40,000 on June 2, 2014, an additional $35,000 on June 30, 2014, an additional $40,000 on July 18, 2014, and an additional $50,000 on August 15, 2014, for a total draw of $300,000. The terms of the April 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.012 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The Company recorded a debt discount of $201,669 related to the conversion feature of the April 2014 Note, along with derivative liabilities. This discount is recognized over 18 months, beginning on the date of each tranche payment. For the quarter ended December 31, 2014, the Company included $50,325 in interest expense related to the discount. The April 2014 Note bears interest at a rate of 10% per year and matures 18 months from the effective date of each advance. | |||||||||||||||||
On September 5, 2014, the Company entered into a convertible promissory note (the “September 2014 Note”) in the amount of $250,000, at which time an initial advance of $40,000 was received to cover operational expenses. The lender advanced an additional $10,000 on September 17, 2014, an additional $30,000 on October 1, 2014, an additional $40,000 on October 16, 2014, an additional $40,000 on October 31, 2014, an additional $40,000 on November 18, 2014 and an additional $50,000 on December 16, 2014, for a total draw of $250,000. The terms of the September 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The Company recorded a debt discount of $220,022 related to the conversion feature of the April 2014 Note, along with derivative liabilities. For the quarter ended December 31, 2014, the Company included $27,912 in interest expense related to the discount. The September 2014 Note bears interest at a rate of 10% per year and matures 18 months from the effective date of each advance. | |||||||||||||||||
ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability of $1,608,677 representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount of $468,620 representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability will be charged to additional paid-in capital. | |||||||||||||||||
For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||||||||
Stock price on the valuation dates | $ | 0.011 | |||||||||||||||
Conversion price for the debt | $ | 0.004 - 0.00745 | |||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Months to maturity | 9 months - 18 months | ||||||||||||||||
Risk free rate | 0.23% - 0.46% | ||||||||||||||||
Expected volatility | 140.11% - 150.73% | ||||||||||||||||
Following is the five year maturity schedule for our convertible notes payable: | |||||||||||||||||
Year ended June 30, | Principle | Discount | Net Book Value | ||||||||||||||
2015 | $ | — | $ | — | $ | — | |||||||||||
2016 | $ | 842,310 | $ | (468,620 | ) | $ | 373,690 | ||||||||||
2017 | $ | — | $ | — | $ | — | |||||||||||
2018 | $ | — | $ | — | $ | — | |||||||||||
2019 | $ | — | $ | — | $ | — | |||||||||||
Fair value of financial instruments | |||||||||||||||||
The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2014 and 2013, the Company’s capital lease obligations and notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||||||||||||||
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | — | $ | — | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 1,608,677 | — | — | 1,608,677 | |||||||||||||
Convertible notes, net of discount | 373,690 | — | — | 373,690 | |||||||||||||
Total liabilities measured at fair value | $ | 1,982,367 | $ | — | $ | — | $ | 1,982,367 | |||||||||
Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | — | $ | — | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | — | — | — | — | |||||||||||||
Convertible notes, net of discount | 168,856 | — | — | 168,856 | |||||||||||||
Total liabilities measured at fair value | $ | 168,856 | $ | — | $ | — | $ | 168,856 |
Related_Parties
Related Parties | 6 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Parties | 5. RELATED PARTIES |
During the quarter ended December 31, 2014, there were no related party transactions. |
Capital_Stock
Capital Stock | 6 Months Ended |
Dec. 31, 2014 | |
Capital Stock | |
Capital Stock | 6. CAPITAL STOCK |
At December 31, 2014 and 2013, the Company’s authorized stock consists of 495,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 5,000,000 shares of preferred stock, par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. On May 23, 2014, the March 2013 Note holder converted $17,000 out of the $100,000 balance along with accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the March 2013 Note holder converted $17,000 of the $83,000 outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. |
Stock_Options_And_Warrants
Stock Options And Warrants | 6 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stock Options And Warrants | ||||||||||||||
Stock Options and Warrants | 7. STOCK OPTIONS AND WARRANTS | |||||||||||||
Stock Options | ||||||||||||||
Our 2003 Stock Option Plan for Directors, Officers, Employees and Key Consultants (the “2003 Plan”) authorizing the issuance of up to 5,000,000 shares of our common stock pursuant to the grant and exercise of up to 5,000,000 stock options terminated upon the expiration of the remaining options granted under the 2003 Plan on May 24, 2014. In the future, we plan to establish a new management stock option plan pursuant to which stock options may be authorized and granted to our executive officers, directors, employees and key consultants. We expect to authorize up to 10% of our issued and outstanding Common Stock for future issuance under such plan. We believe that stock option awards motivate our employees to work to improve our business and stock price performance, thereby further linking the interests of our senior management and our stockholders. The board considers several factors in determining whether awards are granted to an executive officer, including those previously described, as well as the executive’s position, his or her performance and responsibilities, and the amount of options, if any, currently held by the officer and their vesting schedule. Our policy prohibits backdating options or granting them retroactively. As of December 31, 2014, 13,000,000 stock options granted outside of the Plan are outstanding. | ||||||||||||||
The weighted average remaining contractual life of options outstanding as of December 31, 2014 was as follows: | ||||||||||||||
Weighted | ||||||||||||||
Average | ||||||||||||||
Number of | remaining | |||||||||||||
Exercise | options | contractual | ||||||||||||
prices | outstanding | life (years) | ||||||||||||
$ | 0.005 | 12,500,000 | 4.62 | |||||||||||
$ | 0.004 | 500,000 | 6.79 | |||||||||||
13,000,000 | ||||||||||||||
A summary of the Company’s stock option activity and related information follows: | ||||||||||||||
Quarter ended | ||||||||||||||
31-Dec-14 | ||||||||||||||
Weighted | ||||||||||||||
average | ||||||||||||||
exercise | ||||||||||||||
Options | price | |||||||||||||
Outstanding -beginning of period | 13,000,000 | $ | 0.005 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | — | $ | — | |||||||||||
Forfeited | — | $ | — | |||||||||||
Outstanding - end of period | 13,000,000 | $ | 0.005 | |||||||||||
Exercisable at the end of the period | 10,334,247 | $ | 0.005 | |||||||||||
Weighted average fair value of | ||||||||||||||
options granted during the year | $ | — | ||||||||||||
Warrants | ||||||||||||||
During the quarter ended December 31, 2014, the Company issued no warrants for services. A summary of the Company’s warrant activity and related information follows: | ||||||||||||||
Quarter Ended | ||||||||||||||
31-Dec-14 | ||||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
average | remaining | |||||||||||||
exercise | contractual | |||||||||||||
Warrants | price | life (years) | ||||||||||||
Outstanding/exercisable - beginning of period | 28,019,163 | $ | 0.003 | |||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | — | — | ||||||||||||
Outstanding/exercisable - end of period | 28,019,163 | $ | 0.003 | 1.27 |
Supplemental_Statement_Of_Cash
Supplemental Statement Of Cash Flows Information | 6 Months Ended | ||
Dec. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Supplemental Statement of Cash Flows Information | 8. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | ||
During the period ended December 31, 2014, we had the following non-cash financing activities: | |||
• | Decreased notes payable by $19,645, increased common stock by $4,911 and additional paid-in capital by $54,025 for common shares as a result of a partial conversion of the March 2013 Note. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
Subsequent Events | 9. SUBSEQUENT EVENTS |
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following events: | |
On January 5, 2015, the Company entered into a convertible promissory note (the “January 2015 Note”) in the amount of $250,000, at which time an initial advance of $30,000 was received to cover operational expenses. The lender advanced an additional $45,000 on January 20, 2015, an additional $45,000 on February 2, 2015, for a total draw of $120,000. The terms of the January 2015 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. The January 2015 Note bears interest at a rate of 10% per year and matures 18 months from the effective date of each advance. | |
On February 3, 2015, the Company granted 63,000,000 non-qualified stock options at a strike price of $0.0131. The options vest 1/36th monthly and expire February 3, 2022. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Accounts Receivable | Accounts Receivable |
The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2014 and June 30, 2014 are $4,808 and $24,907 respectively. | |
Revenue Recognition | Revenue Recognition |
The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. | |
We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations is in accordance with ASC 605-45. | |
We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 605-25, which are recognized as the work is performed. | |
Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. The deferred revenue as of December 31, 2014 and June 30, 2014 was $1,450 and $3,300, respectively. | |
For the quarter ended, December 31, 2014, monthly recurring fees for mobile and desktop e-commerce development account for 25% of the Company’s total revenues, professional services account for 71% and the remaining 4% of total revenues are from resale of third party products and services. | |
For the quarter ended, December 31, 2013, monthly recurring fees for mobile and desktop e-commerce development account for 25% of the Company’s total revenues, professional services account for 74% and the remaining 1% of total revenues are from resale of third party products and services. | |
Stock-Based Compensation | Stock-Based Compensation |
The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of income. There was no material impact on the Company’s financial statement of operations. | |
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the quarter ended December 31, 2014, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2014 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the quarter ended December 31, 2014 is based on awards ultimately expected to vest, or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the six months ended December 31, 2014 and 2013 was $11,384 and $11,664, respectively. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Management reviewed accounting pronouncements issued during the three months ended December 31, 2014, and no pronouncements were adopted during the period. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Convertible Notes Payable Tables | |||||||||||||||||
Schedule of Assumptions Used in Valuation of Derivatives | The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | ||||||||||||||||
Stock price on the valuation dates | $ | 0.011 | |||||||||||||||
Conversion price for the debt | $ | 0.004 - 0.00745 | |||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Months to maturity | 9 months - 18 months | ||||||||||||||||
Risk free rate | 0.23% - 0.46% | ||||||||||||||||
Expected volatility | 140.11% - 150.73% | ||||||||||||||||
Schedule of Maturity of Convertible Notes Payable | Following is the five year maturity schedule for our convertible notes payable: | ||||||||||||||||
Year ended June 30, | Principle | Discount | Net Book Value | ||||||||||||||
2015 | $ | — | $ | — | $ | — | |||||||||||
2016 | $ | 842,310 | $ | (468,620 | ) | $ | 373,690 | ||||||||||
2017 | $ | — | $ | — | $ | — | |||||||||||
2018 | $ | — | $ | — | $ | — | |||||||||||
2019 | $ | — | $ | — | $ | — | |||||||||||
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | — | $ | — | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 1,608,677 | — | — | 1,608,677 | |||||||||||||
Convertible notes, net of discount | 373,690 | — | — | 373,690 | |||||||||||||
Total liabilities measured at fair value | $ | 1,982,367 | $ | — | $ | — | $ | 1,982,367 | |||||||||
Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | — | $ | — | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | — | — | — | — | |||||||||||||
Convertible notes, net of discount | 168,856 | — | — | 168,856 | |||||||||||||
Total liabilities measured at fair value | $ | 168,856 | $ | — | $ | — | $ | 168,856 |
Stock_Options_And_Warrants_Tab
Stock Options And Warrants (Tables) | 6 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stock Options And Warrants Tables | ||||||||||||||
Summary of Weighted Average Remaining Contractual Life of Options Outstanding | The weighted average remaining contractual life of options outstanding as of December 31, 2014 was as follows: | |||||||||||||
Weighted | ||||||||||||||
Average | ||||||||||||||
Number of | remaining | |||||||||||||
Exercise | options | contractual | ||||||||||||
prices | outstanding | life (years) | ||||||||||||
$ | 0.005 | 12,500,000 | 4.62 | |||||||||||
$ | 0.004 | 500,000 | 6.79 | |||||||||||
13,000,000 | ||||||||||||||
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information follows: | |||||||||||||
Quarter ended | ||||||||||||||
31-Dec-14 | ||||||||||||||
Weighted | ||||||||||||||
average | ||||||||||||||
exercise | ||||||||||||||
Options | price | |||||||||||||
Outstanding -beginning of period | 13,000,000 | $ | 0.005 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | — | $ | — | |||||||||||
Forfeited | — | $ | — | |||||||||||
Outstanding - end of period | 13,000,000 | $ | 0.005 | |||||||||||
Exercisable at the end of the period | 10,334,247 | $ | 0.005 | |||||||||||
Weighted average fair value of | ||||||||||||||
options granted during the year | $ | — | ||||||||||||
Summary of Stock Warrants Activity | A summary of the Company’s warrant activity and related information follows: | |||||||||||||
Quarter Ended | ||||||||||||||
31-Dec-14 | ||||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
average | remaining | |||||||||||||
exercise | contractual | |||||||||||||
Warrants | price | life (years) | ||||||||||||
Outstanding/exercisable - beginning of period | 28,019,163 | $ | 0.003 | |||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | — | — | ||||||||||||
Outstanding/exercisable - end of period | 28,019,163 | $ | 0.003 | 1.27 |
Convertible_Notes_Payable_Sche
Convertible Notes Payable (Schedule Of Assumptions Used In Valuation Of Derivatives) (Details) (Derivative Liabilities, USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Valuation Model: | |
Stock price on the valuation dates | $0.01 |
Dividend yield | 0.00% |
Months to maturity, Minimum | 9 months |
Months to maturity, Maximum | 18 months |
Minimum | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Valuation Model: | |
Conversion price for the debt | $0.00 |
Risk free rate | 0.23% |
Expected volatility | 140.11% |
Maximum | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Valuation Model: | |
Conversion price for the debt | $0.01 |
Risk free rate | 0.46% |
Expected volatility | 150.73% |
Convertible_Notes_Payable_Sche1
Convertible Notes Payable (Schedule Of Maturity Of Convertible Notes Payable) (Details) (USD $) | Dec. 31, 2014 |
Principle | |
Year Ended June 30 | |
2015 | |
2016 | 842,310 |
2017 | |
2018 | |
2019 | |
Discount | |
Year Ended June 30 | |
2015 | |
2016 | -468,620 |
2017 | |
2018 | |
2019 | |
Net Book Value | |
Year Ended June 30 | |
2015 | |
2016 | 373,690 |
2017 | |
2018 | |
2019 |
Convertible_Notes_Payable_Sche2
Convertible Notes Payable (Schedule Of Fair Value Of Assets And Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | 1,608,677 | |
Convertible notes, net of discount | 373,690 | 168,856 |
Total liabilities measured at fair value | 1,982,367 | 168,856 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | ||
Convertible notes, net of discount | ||
Total liabilities measured at fair value | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | ||
Convertible notes, net of discount | ||
Total liabilities measured at fair value | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | 1,608,677 | |
Convertible notes, net of discount | 373,690 | 168,856 |
Total liabilities measured at fair value | $1,982,367 | $168,856 |
Stock_Options_And_Warrants_Sum
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 13,000,000 | 13,000,000 |
Exercise Price 0.005 | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise prices | $0.01 | |
Number of options outstanding | 12,500,000 | |
Weighted average remaining contractual life (years) | 4 years 7 months 13 days | |
Exercise Price 0.004 | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise prices | $0.00 | |
Number of options outstanding | 500,000 | |
Weighted average remaining contractual life (years) | 6 years 9 months 14 days |
Stock_Options_And_Warrants_Sum1
Stock Options And Warrants (Summary Of Stock Option Activity) (Details) (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Options | |
Outstanding - beginning of period | 13,000,000 |
Granted | |
Exercised | |
Forfeited | |
Outstanding - end of period | 13,000,000 |
Exercisable at the end of the period | 10,334,247 |
Weighted Average Exercise Price | |
Outstanding - begining of period | $0.01 |
Granted | |
Exercised | |
Forfeited | |
Outstanding - end of period | $0.01 |
Excercisable at the end of the period | $0.01 |
Weighted average fair value of options granted during the year |
Stock_Options_And_Warrants_Sum2
Stock Options And Warrants (Summary Of Stock Warrants Activity) (Details) (Warrants, USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Warrants | |
Number Of Shares | |
Outstanding / exercisable - beginning of period | 28,019,163 |
Granted | |
Exercised | |
Forfeited | |
Outstanding/exercisable - end of period | 28,019,163 |
Weighted Average Exercise Price | |
Outstanding / exercisable - beginning of period | $0.00 |
Granted | |
Exercised | |
Forfeited | |
Outstanding/exercisable - end of period | $0.00 |
Weighted Average remaining contractual life (years) | |
Outstanding/exercisable - end of period | 1 year 3 months 7 days |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Product Information [Line Items] | |||
Allowance for accounts receivable | 4,808 | $24,907 | |
Mobile And Desktop E-Commerce Development Revenue | Total Revenue | |||
Product Information [Line Items] | |||
Percentage of product revenue to total revenue | 25.00% | 25.00% | |
Professional Services Revenue | Total Revenue | |||
Product Information [Line Items] | |||
Percentage of product revenue to total revenue | 71.00% | 74.00% | |
Resale Of Third Party Products And Services Revenue | Total Revenue | |||
Product Information [Line Items] | |||
Percentage of product revenue to total revenue | 4.00% | 1.00% |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 6 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 4 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | 16-May-13 | 1-May-13 | Apr. 16, 2013 | Mar. 25, 2013 | 16-May-13 | Oct. 14, 2014 | 23-May-14 | Feb. 18, 2014 | Sep. 03, 2013 | Jul. 02, 2013 | Jun. 03, 2013 | Dec. 31, 2014 | Feb. 18, 2014 | Apr. 02, 2014 | Mar. 17, 2014 | Mar. 04, 2014 | Apr. 02, 2014 | Aug. 15, 2014 | Jul. 18, 2014 | Jun. 30, 2014 | Jun. 02, 2014 | 16-May-14 | Apr. 30, 2014 | Apr. 16, 2014 | Aug. 15, 2014 | Dec. 16, 2014 | Nov. 18, 2014 | Oct. 31, 2014 | Oct. 16, 2014 | Oct. 02, 2014 | Sep. 17, 2014 | Sep. 05, 2014 | Dec. 16, 2014 | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $340,000 | $35,000 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 468,620 | 468,620 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 211,361 | 5,745 | |||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares | 4,911,370 | ||||||||||||||||||||||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 100,000 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 15,000 | 15,000 | 20,000 | 50,000 | 100,000 | ||||||||||||||||||||||||||||||
Debt instrument conversion terms | The terms of the March 2013 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||
Debt instrument maturity date | 25-Sep-15 | ||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | 66,000 | 83,000 | 100,000 | 66,000 | |||||||||||||||||||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note | Common Stock | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion original debt amount | 17,000 | 17,000 | |||||||||||||||||||||||||||||||||
Accrued interest portion of debt converted | 2,645 | 1,975 | |||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares | 4,911,370 | 4,743,699 | |||||||||||||||||||||||||||||||||
Convertible Promissory Note Dated May 16, 2013 - The May 2013 Note | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 10,000 | 35,000 | 10,000 | 25,000 | 20,000 | 100,000 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The terms of the May 2013 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | 16-Nov-15 | ||||||||||||||||||||||||||||||||||
Unamortized debt discount | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 23,669 | ||||||||||||||||||||||||||||||||||
Debt discount recognition description | This discount is being recognized over twelve months, beginning on the date of each tranche payment. | ||||||||||||||||||||||||||||||||||
Convertible Promissory Note Dated March 04, 2014 - The March 2014 Note | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 250,000 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 30,000 | 20,000 | 25,000 | 75,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion terms | The terms of the March 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.012 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||
Debt instrument maturity description | It matures 18 months from the effective date of each advance. | ||||||||||||||||||||||||||||||||||
Unamortized debt discount | 46,929 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | 12,577 | ||||||||||||||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||||||||||||||
Convertible Promissory Note Dated April 16, 2014 - The April 2014 Note | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 300,000 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 50,000 | 40,000 | 35,000 | 40,000 | 40,000 | 55,000 | 40,000 | 300,000 | |||||||||||||||||||||||||||
Debt instrument conversion terms | The terms of the April 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.012 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||
Debt instrument maturity description | It matures eighteen 18 months from the effective date of each advance. | ||||||||||||||||||||||||||||||||||
Unamortized debt discount | 201,669 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | 50,325 | ||||||||||||||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||||||||||||||
Convertible Promissory Note Dated September 05, 2014 - The September 2014 Note | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 250,000 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 50,000 | 40,000 | 40,000 | 40,000 | 30,000 | 10,000 | 40,000 | 250,000 | |||||||||||||||||||||||||||
Debt instrument conversion terms | The terms of the September 2014 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||
Debt instrument maturity description | It matures 18 months from the effective date of each advance. | ||||||||||||||||||||||||||||||||||
Unamortized debt discount | 220,022 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | $27,912 |
Capital_Stock_Narrative_Detail
Capital Stock (Narrative) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Capital Stock Narrative Details | |||
Common stock, shares authorized | 495,000,000 | 495,000,000 | 495,000,000 |
Common stock, par value per share | $0.00 | $0.00 | $0.00 |
Stock_Options_And_Warrants_Nar
Stock Options And Warrants (Narrative) (Details) (2003 Stock Option Plan) | 0 Months Ended |
24-May-14 | |
2003 Stock Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total common stock shares authorized for stock option plan | 5,000,000 |
Terms of stock option plan | Our 2003 Stock Option Plan for Directors, Officers, Employees and Key Consultants (the “2003 Plan”) authorizing the issuance of up to 5,000,000 shares of our common stock pursuant to the grant and exercise of up to 5,000,000 stock options terminated upon the expiration of the remaining options granted under the 2003 Plan on May 24, 2014. In the future, we plan to establish a new management stock option plan pursuant to which stock options may be authorized and granted to our executive officers, directors, employees and key consultants. We expect to authorize up to 10% of our issued and outstanding Common Stock for future issuance under such plan. |
Supplemental_Statement_Of_Cash1
Supplemental Statement Of Cash Flows Information (Narrative) (Details) (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Non-cash financing activities: | |
Stock issued in partial conversion of notes payable | $58,936 |
Common Stock | |
Non-cash financing activities: | |
Stock issued in partial conversion of notes payable | 4,911 |
Additional Paid-in Capital | |
Non-cash financing activities: | |
Stock issued in partial conversion of notes payable | 54,025 |
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note | |
Non-cash financing activities: | |
Decrease in notes payable | 19,645 |
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note | Common Stock | |
Non-cash financing activities: | |
Stock issued in partial conversion of notes payable | 4,911 |
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note | Additional Paid-in Capital | |
Non-cash financing activities: | |
Stock issued in partial conversion of notes payable | $54,025 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 03, 2015 | Feb. 02, 2015 | Jan. 20, 2015 | Jan. 05, 2015 | Feb. 02, 2015 | |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of notes payable | $340,000 | $35,000 | |||||
Options granted | |||||||
Subsequent Event | Non - Qualified Stock Options | |||||||
Subsequent Event [Line Items] | |||||||
Options granted | 63,000,000 | ||||||
Strike price | $0.01 | ||||||
Option vesting terms | The options vest 1/36th monthly. | ||||||
Options expiry date | 3-Feb-22 | ||||||
Subsequent Event | Convertible Promissory Note Dated January 05, 2015 - The January 2015 Note | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | 250,000 | ||||||
Proceeds from issuance of notes payable | $45,000 | $45,000 | $30,000 | $120,000 | |||
Debt instrument conversion terms | The terms of the January 2015 Note allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of the lower of (a) $0.015 per share, or (b) 50% of the lowest trade price of Common Stock recorded on any trade day after the effective date of the agreement. | ||||||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument maturity description | It matures 18 months from the effective date of each advance. |