Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 27, 2016 | Dec. 31, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | CLOUDCOMMERCE, INC. | ||
Entity Central Index Key | 743,758 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
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 Public Float | $ 622,000 | ||
Entity Common Stock, Shares Outstanding | 129,899,595 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 49,663 | $ 19,051 |
Accounts receivable, net | 427,866 | 138,308 |
Prepaid and other current Assets | 12,426 | 5,048 |
TOTAL CURRENT ASSETS | 489,955 | 162,407 |
PROPERTY & EQUIPMENT, net | 73,158 | 8,668 |
OTHER ASSETS | ||
Lease deposit | 3,500 | 5,955 |
Internet domain | 20,202 | 20,202 |
Goodwill and other intangible assets, net | 1,623,624 | |
TOTAL OTHER ASSETS | 1,647,326 | 26,157 |
TOTAL ASSETS | 2,210,439 | 197,232 |
CURRENT LIABILITIES | ||
Accounts payable | 177,383 | 61,866 |
Accrued expenses | 267,805 | 70,713 |
Line of credit | 83,540 | |
Deferred income and customer deposit | 335,642 | 11,998 |
Convertible notes and interest payable, current, net | 87,086 | 619,321 |
Notes Payable | 461,979 | |
Derivative liability | 1,951,201 | |
TOTAL CURRENT LIABILITIES | 1,413,435 | 2,715,099 |
LONG TERM LIABILITIES | ||
Convertible notes and interest payable, net | 81,563 | |
Accrued expenses, long term | 213,753 | 217,953 |
TOTAL LONG TERM LIABILITIES | 213,753 | 299,516 |
TOTAL LIABILITIES | 1,627,188 | 3,014,615 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 and zero issued and outstanding shares, respectively; Series B Preferred stock; 20,000 authorized, 18,025 and zero shares issued and outstanding, respectively; | 28 | |
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 129,899,595 and 105,790,195 shares issued and outstanding, respectively | 129,899 | 105,790 |
Additional paid in capital | 18,547,641 | 7,679,033 |
Accumulated deficit | (18,094,317) | (10,602,206) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 583,251 | (2,817,383) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 2,210,439 | 197,232 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 and zero issued and outstanding shares, respectively; Series B Preferred stock; 20,000 authorized, 18,025 and zero shares issued and outstanding, respectively; | 10 | |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 10 | 0 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 10 | 0 |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 and zero issued and outstanding shares, respectively; Series B Preferred stock; 20,000 authorized, 18,025 and zero shares issued and outstanding, respectively; | 18 | |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 18 | 0 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 18 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 28,025 | 0 |
Preferred stock, shares outstanding | 28,025 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 129,899,595 | 105,790,195 |
Common stock, shares outstanding | 129,899,595 | 105,790,195 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 18,025 | 0 |
Preferred stock, shares outstanding | 18,025 | 0 |
Consolidated Statement Of Opera
Consolidated Statement Of Operations And Deficit - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||
REVENUE | $ 2,079,743 | $ 598,345 |
OPERATING EXPENSES | ||
Salaries and outside services | 2,619,188 | 920,371 |
Selling, general and administrative expenses | 1,067,777 | 363,794 |
Stock based compensation | 485,993 | 150,610 |
Depreciation and amortization | 183,767 | 6,073 |
TOTAL OPERATING EXPENSES | 4,356,725 | 1,440,848 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (2,276,982) | (842,503) |
OTHER INCOME (EXPENSE) | ||
Other income | 658 | 300 |
Gain (loss) on sale of fixed assets | (329) | |
Gain (loss) on extinguishment of debt | (559,867) | 118,492 |
Gain (loss) on changes in derivative liability | (3,258,891) | 892,614 |
Interest expense | 1,389,897 | 570,037 |
TOTAL OTHER INCOME (EXPENSE) | (5,208,326) | 441,369 |
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES | (7,485,308) | (401,134) |
PROVISION FOR INCOME TAXES | 6,803 | 3,076 |
NET LOSS | (7,492,111) | (404,210) |
PREFERRED DIVIDEND | 60,000 | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (7,552,111) | $ (404,210) |
NET LOSS PER SHARE | ||
BASIC | $ (0.07) | $ 0 |
DILUTED | $ (0.07) | $ 0 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 106,255,568 | 104,363,874 |
DILUTED | 106,255,568 | 104,363,874 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Shareholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance Preferred Stock, shares at Jun. 30, 2014 | |||||
Balance Common Stock, shares at Jun. 30, 2014 | 100,878,825 | ||||
Balance, value at Jun. 30, 2014 | $ 100,879 | $ 7,466,090 | $ (10,197,996) | $ (2,631,027) | |
Stock compensation expense | 150,610 | 150,610 | |||
Contributed capital | 8,308 | 8,308 | |||
Note conversion, shares | 4,911,370 | ||||
Note conversion, value | $ 4,911 | 54,025 | 58,936 | ||
Net loss | (404,210) | $ (404,210) | |||
Balance Preferred Stock, shares at Jun. 30, 2015 | 0 | ||||
Balance Common Stock, shares at Jun. 30, 2015 | 105,790,191 | 105,790,195 | |||
Balance, value at Jun. 30, 2015 | $ 105,790 | 7,679,033 | (10,602,206) | $ (2,817,383) | |
Stock compensation expense | 485,993 | 485,993 | |||
Issuance of Series A Preferred stock, shares | 10,000 | ||||
Issuance of Series A Preferred stock, value | $ 10 | 1,999,990 | 2,000,000 | ||
Issuance of Series B Preferred stock, shares | 18,025 | ||||
Issuance of Series B Preferred stock, value | $ 18 | 2,041,235 | 2,041,253 | ||
Reclassification of derivative accounting | 5,636,592 | 5,636,592 | |||
Beneficial conversion feature | 788,907 | 788,907 | |||
Warrant conversion, share | 24,109,404 | ||||
Warrant conversion, value | $ 24,109 | (24,109) | |||
Dividend on Series A Preferred stock | (60,000) | (60,000) | |||
Net loss | (7,492,111) | $ (7,492,111) | |||
Balance Preferred Stock, shares at Jun. 30, 2016 | 28,025 | 28,025 | |||
Balance Common Stock, shares at Jun. 30, 2016 | 129,899,595 | 129,899,595 | |||
Balance, value at Jun. 30, 2016 | $ 28 | $ 129,899 | $ 18,547,641 | $ (18,094,317) | $ 583,251 |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,492,111) | $ (404,210) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 183,767 | 6,073 |
Bad debt expense | 31,194 | (10,927) |
Stock based compensation | 485,993 | 150,610 |
Amortization of debt discount | 1,216,732 | 488,681 |
(Gain) loss on sale of fixed assets | (329) | |
(Gain) loss on extinguishment of debt | (559,867) | 118,492 |
(Gain)/Loss on derivative liability | (3,258,891) | 892,614 |
(Increase) Decrease in: | ||
Accounts receivable | 2,392 | 25,988 |
Prepaid and other assets | (1,577) | 19,810 |
Increase (Decrease) in: | ||
Accounts payable | 15,606 | (8,080) |
Accrued expenses | 202,866 | 80,422 |
Deferred income | 323,644 | 4,700 |
Other liabilities | 131,330 | |
NET CASH (USED IN) OPERATING ACTIVITIES | (1,082,707) | (749,635) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 16,198 | 2,355 |
Sale of property and equipment | 244 | |
Net cash on acquisition | 22,773 | |
Purchase of intangible assets | 10,000 | |
NET CASH (USED IN) INVESTING ACTIVITIES | (3,181) | (2,355) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividend paid | 40,000 | |
Proceeds from issuance of notes payable | 1,156,500 | 721,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,116,500 | 721,000 |
NET INCREASE/(DECREASE) IN CASH | 30,612 | (30,990) |
CASH, BEGINNING OF YEAR | 19,051 | 50,041 |
CASH, END OF PERIOD | 49,663 | 19,051 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 12,531 | 44 |
Taxes paid | $ 8,548 | $ 3,076 |
Organization And Line Of Busine
Organization And Line Of Business | 12 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS Organization CloudCommerce, Inc. (we, us, our or the Company) is a Nevada corporation formerly known as Warp 9, Inc., Roaming Messenger, Inc.,and Latinocare Management Corporation (LMC). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc. to reflect a new plan of strategically acquiring profitable CloudCommerce solutions providers with strong management teams. Line of Business We are a provider of mobile and e-commerce solutions for midsize online sellers, in the retail and business to business (B2B) industries. Our solutions and services are designed to help multi-channel retailers maximize digital commerce revenues by applying our technologies and solutions for mobile e-commerce, desktop e-commerce, e-mail marketing, social media and other digital avenues. Offered as an outsourced and fully managed Software-as-a-Service (SaaS) model, our solutions allow customers to focus on their core business, rather than technical implementations and software and hardware architecture, design, and maintenance. We believe our products and services allow our clients to lower costs and focus on promoting and marketing their brand, product line and website while leveraging the investments we have made in technology and infrastructure to operate a dynamic digital presence. Going Concern The accompanying consolidated 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 Companys 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 June 30, 2016. It is managements plan to generate additional working capital from increasing sales from the Companys service offerings, in addition to acquiring profitable service providers. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of CloudCommerce, Inc. is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the financial statements. The Consolidated Financial Statements include the Company and its majority-owned subsidiary. 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 June 30, 2016 and 2015 are $45,584 and $4,808 respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include revenue recognition, the allowance for doubtful accounts, long-lived assets, intangible assets, business combinations, the deferred tax valuation allowance, and the fair value of stock options and warrants. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. 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 terms of services contracts generally are for periods of less than one year. The deferred revenue as of June 30, 2016 and 2015 was $331,644 and $8,000, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are not returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended June 30, 2016 and 2015. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $57,654 and$61,157 for the years ended June 30, 2016 and 2015, respectively. Fair value of financial instruments The Companys 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 June 30, 2016 and 2015, the Companys 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 1 measurements) 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. As of June 30, 2016, the Company had no assets or liabilities that are required to be valued on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2015: Total (Level 1) (Level 2) (Level 3) Assets $ $ $ $ Total assets measured at fair value $ $ $ $ Liabilities Derivative liability 1,951,201 1,951,201 Convertible notes, net of discount 700,884 700,884 Total liabilities measured at fair value $ 2,652,085 $ $ $ 2,652,085 Changes in our derivative liability, for the year ended June 30, 2016, are as follows: Derivative liability, as of June 30, 2015 $ 1,951,201 Issuance of new derivative 426,500 Loss on change of fair value 3,258,891 Reclassification of derivative liability to equity (5,636,592) Derivative liability, as of June 30, 2016 $ - Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $21,721 and $6,073 for the years ended June 30, 2016 and 2015, respectively. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at June 30, 2016, and determined there was no impairment of indefinite lived intangibles and goodwill. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Managements estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Companys operations are subject to rapid technological advancement and intense competition in the SAAS industry. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate 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 enterprises 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 Companys 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 year ended June 30, 2016, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2016 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the year ended June 30, 2016 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 year ended June 30, 2016 and 2015 was $485,993 and $150,610, respectively. Earnings Per Share Earnings per share require the Company to calculate earnings per share based on basic and diluted earnings per share, as defined. Basic earnings per share exclude dilution and are computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if stock options and warrants to issue common stock were exercised or converted into common stock. For the year ended June 30, 2016, since the Company reported a net loss, the additional diluted shares would have had an anti-dilutive effect. Therefore, all additional shares that would have been included in the diluted earnings per share calculation were excluded, and the basic and diluted earnings per share numbers are identical. Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Indaba Group, LLC On October 1, 2015, the Company completed the acquisition of Indaba Group, LLC, a Colorado limited liability company. As of that date, the Companys operating subsidiary, Warp 9, Inc., a Delaware corporation, merged with Indaba Group, LLC and the name of the combined subsidiary was changed to Indaba Group, Inc. (Indaba). The total purchase price of two million dollars ($2,000,000.00) was paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series A Convertible Preferred Stock, at a liquidation preference of two hundred dollars ($200.00) per share and payment of working capital surplus in the amount of $55,601. As of the date of closing, Ryan Shields and Blake Gindi, two of the owners of Indaba Group, LLC, were appointed to the CloudCommerce Board of Directors. Under the purchase method of accounting, the transactions were valued for accounting purposes at $2,000,000, which was the fair value of Indaba at the time of acquisition. The assets and liabilities of Indaba were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Tangible assets acquired 417,700 Liabilities assumed (193,889 ) Net tangible assets 223,811 Non-compete agreements 201,014 Customer list 447,171 Goodwill 1,128,004 Total purchase price 2,000,000 As of June 30, 2016, the Company has recorded an estimated fair value of the intangible assets of Indaba based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Indaba had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, June 30, 2016 Year ended, June 30, 2015 Total revenues $ 2,741,583 $ 3,018,277 Net loss (7,550,277 ) (102,944 ) Basic and diluted net earnings per common share $ (0.07 ) $ (0.00 ) |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2016 | |
Intangible Assets | |
Intangible Assets | 4. Domain Name On June 26, 2015, the Company purchased the rights to the domain CLOUDCOMMERCE.COM, from a private party at a purchase price of $20,000, plus transaction costs of $202, which will be used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of June 30, 2016, we have determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life. Trademark On September 22, 2015, the Company purchased the trademark rights of CLOUDCOMMERCE, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expires in 2020 and may be renewed for an additional 10 years. Therefore, as of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the year ended June 30, 2016, the Company included $517 in depreciation and amortization expense related to this trademark. Non-Compete Agreements On October 1, 2015, the Company acquired Indaba from three members of the limited liability company. At that time, we retained two of the members, who currently serve as the Chief Executive Officer and Chief Technology Officer of Indaba. Both employees have non-compete agreements in place to protect the Company against the risk of either employee leaving Indaba to compete directly with us. We have calculated the value of those non-compete agreements at $201,014, with a useful life of 3 years, which coincides with the term of the non-compete agreement. This amount will be included in depreciation and amortization expense until September 30, 2018. For the year ended June 30, 2016, the Company included $50,253 in depreciation and amortization expense related to these non-compete agreements. Customer List On October 1, 2015, the Company acquired Indaba, which brought an increase in revenue and many new customers. We have calculated the value of the customer list at $447,171, with a useful life of 3 years. This amount will be included in depreciation and amortization expense until September 30, 2018. For the year ended June 30, 2016, the Company included $111,793 in depreciation and amortization expense related to the customer list. The Company acquired certain intangible assets pursuant to the acquisition of Indaba Group, LLC and other acquisitions. The following is the net book value of these assets: June 30, 2016 Accumulated Gross Amortization Net Customer List $ 447,171 $ (111,793 ) $ 335,378 Non-Compete Agreements 201,014 (50,253 ) 150,761 Goodwill 1,128,003 1,128,003 Total $ 1,776,188 $ (162,046 ) $ 1,614,142 Total amortization expense charged to operations for the year ended June 30, 2016 and 2015 was Amortization of finite life intangible assets as of June 30, 2016 is as follows: 2016 $ 162,046 2017 216,062 2018 216,062 2019 54,015 2020 and thereafter Total $ 648,185 |
Line Of Credit
Line Of Credit | 12 Months Ended |
Jun. 30, 2016 | |
Line Of Credit | |
Line of Credit | 5. The Company has assumed an outstanding liability related to a bank line of credit agreement from the acquisition of Indaba Group LLC. As of June 30, 2016, the balances were $83,540 and $0, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2016 | |
DisclosureConvertibleNotePayableAbstract | |
Notes Payable | 6. During the quarter ended December 31, 2015, the Company signed addenda to each of its outstanding convertible notes, fixing the conversion price at $0.004. Before the addenda, the conversion price for each of the notes was tied to the trading price of the Companys common stock. Because of that fluctuation, the Company was required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. Since the addenda, the Company has eliminated the derivative liability balance on the balance sheet and discontinued the gain/loss reporting on the income statement. On March 25, 2013, the Company issued a convertible promissory note (the March 2013 Note) in the amount of up to $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, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, 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 March 25, 2018. 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 $100,000 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 June 30, 2016 is $87,086, which includes $21,086 of accrued interest. On May 16, 2013, the Company issued a convertible promissory note (the May 2013 Note) in the amount of up to $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, $25,000 on July 2, 2013,$10,000 on September 3, 2013 and $35,000 on February 18, 2014, for a total draw of $100,000. The terms of the May 2013 Note, as amended, 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 $100,000, due to the beneficial conversion feature. This discount was recognized over twelve months, and has been fully amortized as of June 30, 2016. On June 28, 2016, the Company exchanged the principle balance on the May 2013 Note ($100,000) for 1,000 shares of Series B Preferred Stock, and the lender forgave all accrued interest up until that date. As of June 30, 2016, the balance of the May 2013 Note was zero. On March 4, 2014, the Company issued a convertible promissory note (the March 2014 Note) in the amount of up to $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 $30,000 on April 2, 2014, for a total draw of $75,000. The terms of the March 2014 Note, as amended, 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 $75,000 related to the beneficial conversion feature of the March 2014 Note, along with derivative liabilities On April 16, 2014, the Company issued a convertible promissory note (the April 2014 Note) in the amount of up to $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, $40,000 on May 16, 2014, $40,000 on June 2, 2014, $35,000 on June 30, 2014, $40,000 on July 18, 2014, and $50,000 on August 15, 2014, for a total draw of $300,000. The terms of the April 2014 Note, as amended, 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 debt discount of $300,000 related to the conversion feature of the April 2014 Note, along with derivative liabilities On September 5, 2014, the Company issued a convertible promissory note (the September 2014 Note) in the amount of up to $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, $30,000 on October 1, 2014, $40,000 on October 16, 2014, $40,000 on October 31, 2014 $40,000 on November 18, 2014, and $50,000 on December 16, 2014, for a total draw of $250,000. The terms of the September 2014 Note, as amended, 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 $250,000 related to the conversion feature of the September 2014 Note, along with derivative liabilities On January 5, 2015, the Company issued a convertible promissory note (the January 2015 Note) in the amount of up to $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, $45,000 on February 2, 2015, $35,000 on February 16, 2015, $35,000 on March 2, 2015, $30,000 on March 17, 2015,$20,000 on April 2, 2015, and $10,000 on April 17, 2015, for a total draw of $250,000. The terms of the January 2015 Note, as amended, 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 $250,000 related to the conversion feature of the January 2015 Note, along with derivative liabilities On May 4, 2015, the Company issued a convertible promissory note (the May 2015 Note) in the amount of up to $250,000, at which time an initial advance of $33,000 was received to cover operational expenses. The lender advanced an additional $43,000 on May 18, 2015, $45,000 on June 2, 2015,$10,000 on June 17, 2015, $38,000 on July 2, 2015, $37,000 on July 17, 2015, $10,000 on August 5, 2015, and $34,000 on August 19, 2015, for a total draw of $250,000. The terms of the May 2015 Note, as amended, 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 $0.004. The Company recorded a debt discount of $250,000 related to the conversion feature of the May 2015 Note On August 19, 2015, the Company issued a convertible promissory note (the August 2015 Note) in the amount of up to $250,000, at which time an initial advance of $3,000 was received to cover operational expenses. The lender advanced an additional $40,000 on September 1, 2015, and $31,000 on September 17, 2015, for a total draw of $74,000. The terms of the August 2015 Note, as amended, 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 $0.004. The Company recorded a debt discount of $74,000 related to the conversion feature of the August 2015 Note On October 1, 2015, the Company issued a convertible promissory note (the October 2015 Note) in the amount of up to $1,000,000, at which time an initial advance of $38,000 was received to cover operational expenses. The lender advanced an additional $38,500 on October 16, 2015, $65,000 on November 17, 2015, $32,000 on December 7, 2015, $60,000 on December 17, 2015, $35,000 on January 4, 2016, $52,000 on January 19, 2016, $58,000 on February 2, 2016, $36,000 on February 18, 2016, $40,000 on March 2, 2016, $27,000 on March 21, 2016, and $22,000 on April 1, 2016, for a total draw of $503,500. The terms of the October 2015 Note, as amended, 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 $0.004. The October 2015 Note bears interest at a rate of 10% per year and matures 12 months from the effective date of each advance. The Company recorded a debt discount of $503,500 related to the conversion feature of the October 2015 Note On January 12, 2016, the Company borrowed $100,000 from Bountiful Capital, LLC to cover operating costs. The loan was offered interest free on a short term basis, and was due February 12, 2016. As of the date of this filing, the loan has not been repaid, nor has the lender demanded payment. The Company is currently discussing options to either extend the maturity date or refinance the balance due. On April 18, 2016, the Company issued a promissory note (the April 2016 Note) in the amount of up to $500,000, at which time an initial advance of $35,500 was received to cover operational expenses. The lender advanced an additional $41,000 on May 2, 2016, $35,000 on May 17, 2016, $160,000 on May 19, 2016, $34,000 on June 1, 2016, $21,000 on June 21, 2016, and $33,500 on June 30, 2016, for a total draw of $360,000. The April 2016 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 60 months from the effective date of each tranche. The balance of the April 2016 Note, as of June 30, 2016 is $361,979, which includes $1,979 of accrued interest. Following is the five year maturity schedule for ournotes payable: Year ended June 30, Amount Due 2017 $ 549,065 |
Capital Stock
Capital Stock | 12 Months Ended |
Jun. 30, 2016 | |
Capital Stock | |
Capital Stock | 7. On May 23, 2014, the lender converted $17,000 of the March 2013 Note, plus accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the March 2013 Note, plus accrued interest of $2,645 into 4,911,370 shares of common stock. On June 22, 2016, all outstanding warrants were exercised, on a cashless basis, resulting in an increase to the outstanding shares of 24,109,404. All shares are subject to a Rule 144 holding period and were therefore issued as restricted shares. At June 30, 2016 the Companys authorized stock consists of 2,000,000,000 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. Series A Preferred The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Companys common stock. The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share per annum, payable in preference and priority to any payment of any dividend on the common stock. As of June 30, 2016, the Company has 10,000 shares of Series A Preferred Stock outstanding. Series B Preferred The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a stated value of $100.00. The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share. Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of June 30, 2016, the Company has 18,025 shares of Series B Preferred Stock outstanding. |
Stock Options And Warrants
Stock Options And Warrants | 12 Months Ended |
Jun. 30, 2016 | |
Stock Options And Warrants | |
Stock Options and Warrants | 8. Stock Options On July 10, 2003, the Company adopted the Warp 9, Inc. Stock Option Plan for directors, executive officers,and employees of and key consultants to the Company. Pursuant to the now terminated plan, the Company could issue 5,000,000 shares of common stock. The plan was administered by the Companys Board of Directors, and options granted under the plan could be either incentive options or nonqualified options. Each option was exercisable in full or in installment and at such time as designated by the Board. Notwithstanding any other provision of the plan or of any option agreement, each option expired on the date specified in the option agreement, which date was to be no later than the tenth anniversary of the date on which the option was granted (fifth anniversary in the case of an incentive option granted to a greater-than-10% stockholder). The purchase price per share of the common stock under each incentive option was to be no less than the fair market value of the common stock on the date the option was granted (110% of the fair market value in the case of a greater-than-10% stockholder). The purchase price per share of the common stock under each nonqualified option was to be specified by the Board at the time the option is granted, and could be less than, equal to or greater than the fair market value of the shares of common stock on the date such nonqualified option was granted, but was to be no less than the par value of shares of common stock. The plan provided specific language as to the termination of options granted thereunder. The Company used the historical industry index to calculate volatility, since the Companys stock history did not represent the expected future volatility of the Companys common stock. The fair value of options granted during the year ended June 30, 2016, was determined using the Black Scholes method with the following assumptions: Year Ended 6/30/16 Risk free interest rate 6.00 % Stock volatility factor 145 Weighted average expected option life 7 years Expected dividend yield none A summary of the Companys stock option activity and related information follows: Year ended Year ended Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 91,000,000 $ 0.005 13,000,000 $ 0.005 Granted 35,000,000 $ 0.013 78,000,000 $ 0.013 Exercised $ $ Forfeited (3,000,000 ) $ $ Outstanding - end of year 123,000,000 $ 0.012 91,000,000 $ 0.012 Exercisable at the end of year 57,429,224 $ 0.012 22,317,237 $ 0.009 Weighted average fair value of options granted during the year $ 525,000 As of June 30, 2016, the intrinsic value of the stock options were approximately $1,613,550. The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion,the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted average remaining contractual life of options outstanding, as of June 30, 2016 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.015 35,000,000 6.16 $ 0.013 60,000,000 5.60 $ 0.013 15,000,000 5.72 $ 0.053 12,500,000 3.12 $ 0.004 500,000 5.29 123,000,000 Warrants During the years ended June 30, 2016 and 2015, the Company issued no warrants for services. A summary of the Companys warrant activity and related information follows: Year End Year End June 30, 2016 June 30, 2015 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 28,019,163 $ 0.003 28,019,163 $ 0.003 Granted $ $ Exercised (28,019,163 ) $ 0.003 $ Forfeited $ $ Outstanding - end of year $ 28,019,163 $ 0.003 On June 22, 2016, all warrant holders exercised their outstanding warrants, on a cashless basis, resulting in 24,109,404 shares of restricted common stock being issued. As of June 30 2016, there are no issued or outstanding warrants. |
Related Parties
Related Parties | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | 9. On January 12, 2016, the Company borrowed $100,000 from Bountiful Capital, LLC to cover operating costs. The loan was offered interest free on a short term basis, and was due February 12, 2016. As of the date of this filing, the loan has not been repaid, nor has the lender demanded payment. The Company is currently discussing options to either extend the maturity date or refinance the balance due. The Chief Financial Officer of the Company, Greg Boden, is also the President of Bountiful Capital, LLC. Therefore, this loan transaction was with a related party. On April 18, 2016, the Company issued a promissory note in the amount of $500,000 to Bountiful Capital, LLC, the details of which are included in footnote 3 Notes Payable. The Companys Chief Financial Officer, Greg Boden, is also the president of Bountiful Capital, LLC. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Income Taxes | |
Income Taxes | 10. The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balances at June 30, 2016 and 2015, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended June 30, 2016 and 2015, the Company did not recognize interest and penalties. |
Deferred Tax Benefit
Deferred Tax Benefit | 12 Months Ended |
Jun. 30, 2016 | |
Deferred Tax Benefit | |
Deferred Tax Benefit | 11. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of June 30, 2016 and 2015: June 30, 2016 June 30, 2015 Deferred tax assets: NOL carryforward $ 4,900,400 $ 2,706,600 R&D carryforward 113,100 113,100 Capital loss carryforward 11,000 Accrued vacation payable 45,900 23,600 Allowance for doubtful accounts 17,800 1,900 Contribution carryforward 200 Related party accruals 2,400 Deferred tax liabilities: Depreciation (900 ) (17,400 ) Valuation allowance (5,076,300 ) (2,841,400 ) Net deferred tax asset $ $ The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 39% to pretax income from continuing operations for the years ended June 30, 2016 and 2015 due to the following: June 30, 2016 June 30, 2015 Book income $ (2,858,700 ) $ (143,900 ) Nondeductible expenses 602,100 250,800 Accrued vacation payable 22,300 Allowance for bad debt 15,900 (7,800 ) Depreciation (16,500 ) 1,700 Related party accruals 2,400 Valuation allowance 2,234,900 (103,200 ) Income tax expense $ $ At June 30, 2016, the Company had net operating loss carryforwards of approximately $12,565,000, that may be offset against future taxable income through 2036. No tax benefit has been reported in the June 30, 2016 and 2015 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
Concentrations
Concentrations | 12 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 12. For the year ended June 30, 2016, the Company had three major customers who represented approximately 44% of total revenue. For the year ended June 30, 2015, the Company had two major customers who represented 30% of total revenue. At June 30, 2016 and 2015, accounts receivable from three and one customers, respectively, represented approximately 48% and 54% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Operating Leases On August 26, 2013, the Company signed a two year lease which commenced on October 1, 2013 for approximately 2,534 square feet of office space at 1933 Cliff Dr., Suite 11, Santa Barbara, California 93109 for approximately $4,308 per month. The Company did not renew the lease and moved to a new location on March 1, 2016. Beginning March 1, 2016, the Company moved into Suite 1, within the same building, on a month-to-month arrangement, for approximately $3,000 per month. On December 10, 2012, the management of Indaba signed a lease which commenced January 16, 2013 for approximately 3,300 square feet at 2854 Larimer Street, Denver, CO 80205, for approximately $3,500 per month. The original lease term expired February 28, 2016, but was extended until February 28, 2017, at a rate of $5,800 per month. The following is a schedule, by years, of future minimum rental payments required under the operating lease. Years Ending Rent Payment 2017 $ 46,205 Total lease expense for the years ended June 30, 2016 and 2015 was $103,423 and $72,961, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement. On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. As of June 30, 2016, the Company recorded the outstanding balance under this settlement agreement as a long term notes payable, with the current portion of the debt recorded in accrued expenses. As of June 30, 2016, the Company owed $26,950 on the outstanding reduced payment terms. Legal Matters The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Companys business or financial condition. |
Supplemental Statement Of Cash
Supplemental Statement Of Cash Flows Information | 12 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Statement of Cash Flows Information | 14. During the year ended June 30, 2016, we had the following non-cash financing activities: Decreased notes payable by $2,041,253 and decreased the discount on the notes of $362,318, increased Series B Preferred stock by $18 and increased additional paid-in capital by $1,678,917 for preferred shares as a result of the exchange of debt for preferred stock. Decreased accounts payable by $11,108 and a gain in extinguish of debt of $11,108, due to the settlement of a past due liability. Issuance of Series A Convertible Preferred stock valued at $2,000,000 for the purchase of Indaba Group, LLC. During the year ended June 30, 2015, 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. This conversion resulted in a gain on extinguishment of debt of $6,946. Decreased notes payable, other by $39,839 and accrued interest of $9,960, and a gain in extinguish of debt of $49,799, due to the settlement of a past due liability. Decreased other current liabilities by $61,747 and a gain in extinguish of debt of $61,747, due to the settlement of a past due liability. Decreased accrued expenses by $8,308 and selling, general and administrative expenses of $8,308, due to the cancellation of accrued commissions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 15. Management has evaluated subsequent events according to ASC TOPIC 855 as of the date of the financial statements and has determined that the following subsequent events are reportable. The Company received the following advances on the April 2016 Note: - July 15, 2016, received $10,000; - July 29, 2016, received $33,000; - August 16, 2016, received $35,500; - August 31, 2016, received $28,000; and - September 14, received $33,500. |
Summary Of Significant Accoun22
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and 2015 are $45,584 and $4,808 respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include revenue recognition, the allowance for doubtful accounts, long-lived assets, intangible assets, business combinations, the deferred tax valuation allowance, and the fair value of stock options and warrants. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
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 terms of services contracts generally are for periods of less than one year. The deferred revenue as of June 30, 2016 and 2015 was $331,644 and $8,000, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are not returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended June 30, 2016 and 2015. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $57,654 and$61,157 for the years ended June 30, 2016 and 2015, respectively. |
Fair Value of Financial Instruments | Fair value of financial instruments The Companys 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 June 30, 2016 and 2015, the Companys 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 1 measurements) 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. As of June 30, 2016, the Company had no assets or liabilities that are required to be valued on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2015: Total (Level 1) (Level 2) (Level 3) Assets $ $ $ $ Total assets measured at fair value $ $ $ $ Liabilities Derivative liability 1,951,201 1,951,201 Convertible notes, net of discount 700,884 700,884 Total liabilities measured at fair value $ 2,652,085 $ $ $ 2,652,085 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $21,721 and $6,073 for the years ended June 30, 2016 and 2015, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at June 30, 2016, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Business Combinations | Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Managements estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Companys operations are subject to rapid technological advancement and intense competition in the SAAS industry. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate 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 enterprises 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 Companys 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 year ended June 30, 2016, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2016 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the year ended June 30, 2016 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 year ended June 30, 2016 and 2015 was $485,993 and $150,610, respectively. |
Earnings Per Share | Earnings Per Share Earnings per share require the Company to calculate earnings per share based on basic and diluted earnings per share, as defined. Basic earnings per share exclude dilution and are computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if stock options and warrants to issue common stock were exercised or converted into common stock. For the year ended June 30, 2016, since the Company reported a net loss, the additional diluted shares would have had an anti-dilutive effect. Therefore, all additional shares that would have been included in the diluted earnings per share calculation were excluded, and the basic and diluted earnings per share numbers are identical. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Fair Value Assets and Liabliities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2015: Total (Level 1) (Level 2) (Level 3) Assets $ $ $ $ Total assets measured at fair value $ $ $ $ Liabilities Derivative liability 1,951,201 1,951,201 Convertible notes, net of discount 700,884 700,884 Total liabilities measured at fair value $ 2,652,085 $ $ $ 2,652,085 |
Schedule of Changes in Derivative Liability | Changes in our derivative liability, for the year ended June 30, 2016, are as follows: Derivative liability, as of June 30, 2015 $ 1,951,201 Issuance of new derivative 426,500 Loss on change of fair value 3,258,891 Reclassification of derivative liability to equity (5,636,592) Derivative liability, as of June 30, 2016 $ - |
Schedule of Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Business Acquisitions Tables | |
Schedule of Estimated Fair Value of the Consideration Transferred | The acquisition date estimated fair value of the consideration transferred consisted of the following: Tangible assets acquired 417,700 Liabilities assumed (193,889 ) Net tangible assets 223,811 Non-compete agreements 201,014 Customer list 447,171 Goodwill 1,128,004 Total purchase price 2,000,000 |
Schedule of Unaudited Pro Forma Results of Acquisition of Indaba | These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, June 30, 2016 Year ended, June 30, 2015 Total revenues $ 2,741,583 $ 3,018,277 Net loss (7,550,277 ) (102,944 ) Basic and diluted net earnings per common share $ (0.07 ) $ (0.00 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Intangible Assets Tables | |
Schedule of Acquired Intangible Assets | The Company acquired certain intangible assets pursuant to the acquisition of Indaba Group, LLC and other acquisitions. The following is the net book value of these assets: June 30, 2016 Accumulated Gross Amortization Net Customer List $ 447,171 $ (111,793 ) $ 335,378 Non-Compete Agreements 201,014 (50,253 ) 150,761 Goodwill 1,128,003 1,128,003 Total $ 1,776,188 $ (162,046 ) $ 1,614,142 |
Schedule of Amortization of Finite Life Intangible Assets | Amortization of finite life intangible assets as of June 30, 2016 is as follows: 2016 $ 162,046 2017 216,062 2018 216,062 2019 54,015 2020 and thereafter Total $ 648,185 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Payable Tables | |
Schedule of Maturity of Notes Payable | Following is the five year maturity schedule for ournotes payable: Year ended June 30, Amount Due 2017 $ 549,065 |
Stock Options And Warrants (Tab
Stock Options And Warrants (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Stock Options And Warrants Tables | |
Summary of Fair Value Assumptions of Options | The fair value of options granted during the year ended June 30, 2016, was determined using the Black Scholes method with the following assumptions: Year Ended 6/30/16 Risk free interest rate 6.00 % Stock volatility factor 145 Weighted average expected option life 7 years Expected dividend yield none |
Summary of Stock Option Activity | A summary of the Companys stock option activity and related information follows: Year ended Year ended Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 91,000,000 $ 0.005 13,000,000 $ 0.005 Granted 35,000,000 $ 0.013 78,000,000 $ 0.013 Exercised $ $ Forfeited (3,000,000 ) $ $ Outstanding - end of year 123,000,000 $ 0.012 91,000,000 $ 0.012 Exercisable at the end of year 57,429,224 $ 0.012 22,317,237 $ 0.009 Weighted average fair value of options granted during the year $ 525,000 |
Summary of Weighted Average Remaining Contractual Life of Options Outstanding | The weighted average remaining contractual life of options outstanding, as of June 30, 2016 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.015 35,000,000 6.16 $ 0.013 60,000,000 5.60 $ 0.013 15,000,000 5.72 $ 0.053 12,500,000 3.12 $ 0.004 500,000 5.29 123,000,000 |
Summary of Stock Warrants Activity | A summary of the Companys warrant activity and related information follows: Year End Year End June 30, 2016 June 30, 2015 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 28,019,163 $ 0.003 28,019,163 $ 0.003 Granted $ $ Exercised (28,019,163 ) $ 0.003 $ Forfeited $ $ Outstanding - end of year $ 28,019,163 $ 0.003 |
Deferred Tax Benefit (Tables)
Deferred Tax Benefit (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Deferred Tax Benefit Tables | |
Schedule of Deferred Tax Assets | Net deferred tax assets consist of the following components as of June 30, 2016 and 2015: June 30, 2016 June 30, 2015 Deferred tax assets: NOL carryforward $ 4,900,400 $ 2,706,600 R&D carryforward 113,100 113,100 Capital loss carryforward 11,000 Accrued vacation payable 45,900 23,600 Allowance for doubtful accounts 17,800 1,900 Contribution carryforward 200 Related party accruals 2,400 Deferred tax liabilities: Depreciation (900 ) (17,400 ) Valuation allowance (5,076,300 ) (2,841,400 ) Net deferred tax asset $ $ |
Schedule of Provision for Income Taxes | The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 39% to pretax income from continuing operations for the years ended June 30, 2016 and 2015 due to the following: June 30, 2016 June 30, 2015 Book income $ (2,858,700 ) $ (143,900 ) Nondeductible expenses 602,100 250,800 Accrued vacation payable 22,300 Allowance for bad debt 15,900 (7,800 ) Depreciation (16,500 ) 1,700 Related party accruals 2,400 Valuation allowance 2,234,900 (103,200 ) Income tax expense $ $ |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Tables | |
Schedule of Future Minimum Rental Payments for Operating lease | The following is a schedule, by years, of future minimum rental payments required under the operating lease. Years Ending Rent Payment 2017 $ 46,205 |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Fair Value Assets And Liabilities On Recurring Basis) (Details) | Jun. 30, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | 1,951,201 |
Convertible notes, net of discount | 700,884 |
Total liabilities measured at fair value | 2,652,085 |
Level 1 [Member] | |
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 [Member] | |
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 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Total assets measured at fair value | |
Liabilities | |
Derivative liability | 1,951,201 |
Convertible notes, net of discount | 700,884 |
Total liabilities measured at fair value | $ 2,652,085 |
Summary Of Significant Accoun31
Summary Of Significant Accounting Policies (Schedule Of Changes In Derivative Liability) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative liability, as of June 30, 2015 | $ 1,951,201 | |
Loss on change of fair value | (3,258,891) | $ 892,614 |
Derivative liability, as of June 30, 2016 | 1,951,201 | |
Derivative Liabilities [Member] | ||
Derivative liability, as of June 30, 2015 | 1,951,201 | |
Issuance of new derivative | 426,500 | |
Loss on change of fair value | 3,258,891 | |
Reclassification of derivative liability to equity | (5,636,592) | |
Derivative liability, as of June 30, 2016 | $ 0 | $ 1,951,201 |
Summary Of Significant Accoun32
Summary Of Significant Accounting Policies (Schedule Of Property And Equipment) (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Furniture, Fixtures & Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Commerce Server [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Computer Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 3 years |
Computer Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives description | Length of the lease |
Business Acquisitions (Schedule
Business Acquisitions (Schedule Of Estimated Fair Value Of The Consideration Transferred) (Details) - Indaba Group, LLC [Member] | Oct. 01, 2015USD ($) |
Business Acquisition [Line Items] | |
Tangible assets acquired | $ 417,700 |
Liabilities assumed | 193,889 |
Net tangible assets | 223,811 |
Non-compete agreements | 201,014 |
Customer list | 447,171 |
Goodwill | 1,128,004 |
Total purchase price | $ 2,000,000 |
Business Acquisitions (Schedu34
Business Acquisitions (Schedule Of Unaudited Pro Forma Results Of Acquisition Of Indaba) (Details) - Pro Forma [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Total revenues | $ 2,741,583 | $ 3,018,277 |
Net loss | $ (7,550,277) | $ (102,944) |
Basic and diluted net earnings per common share | $ (0.07) | $ 0 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | $ 1,776,188 |
Intangible assets, Accumulated Amortization | 162,046 |
Intangible assets, Net | 1,614,142 |
Customer List [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | 447,171 |
Intangible assets, Accumulated Amortization | 111,793 |
Intangible assets, Net | 335,378 |
Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | 201,014 |
Intangible assets, Accumulated Amortization | 50,253 |
Intangible assets, Net | 150,761 |
Goodwill [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | 1,128,003 |
Intangible assets, Accumulated Amortization | |
Intangible assets, Net | $ 1,128,003 |
Intangible Assets (Schedule O36
Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member] | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 162,046 |
2,017 | 216,062 |
2,018 | 216,062 |
2,019 | 54,015 |
2020 and thereafter | |
Total | $ 648,185 |
Notes Payable (Schedule Of Matu
Notes Payable (Schedule Of Maturity Of Notes Payable) (Details) | Jun. 30, 2016USD ($) |
Amount Due [Member] | |
Year Ended June 30, | |
2,017 | $ 549,065 |
Stock Options And Warrants (Sch
Stock Options And Warrants (Schedule Of Fair Value Assumptions Of Options) (Details) - Stock Option | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Assumptions Of Options - Black Scholes Model | |
Risk free interest rate | 6.00% |
Stock volatility factor | 145.00% |
Weighted average expected option life | 7 years |
Expected dividend yield | none |
Stock Options And Warrants (Sum
Stock Options And Warrants (Summary Of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Options | ||
Outstanding -beginning of year | 91,000,000 | 13,000,000 |
Granted | 35,000,000 | 78,000,000 |
Exercised | ||
Forfeited | 3,000,000 | |
Outstanding - end of year | 123,000,000 | 91,000,000 |
Exercisable at the end of year | 57,429,224 | 22,317,237 |
Weighted average exercise price | ||
Outstanding -beginning of year | $ 0.005 | $ 0.005 |
Granted | 0.013 | 0.013 |
Exercised | ||
Forfeited | ||
Outstanding - end of year | 0.012 | 0.012 |
Excercisable at the end of year | 0.012 | $ 0.009 |
Weighted average fair value of options granted during the year | $ 525,000 |
Stock Options And Warrants (S40
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 123,000,000 | 91,000,000 | 13,000,000 |
Stock Options [Member] | Exercise Price 0.015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.015 | ||
Number of options outstanding | 35,000,000 | ||
Weighted Average remaining contractual life (years) | 6 years 1 month 28 days | ||
Stock Options [Member] | Exercise Price 0.013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.013 | ||
Number of options outstanding | 60,000,000 | ||
Weighted Average remaining contractual life (years) | 6 years 7 months 6 days | ||
Stock Options [Member] | Exercise Price .013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.013 | ||
Number of options outstanding | 15,000,000 | ||
Weighted Average remaining contractual life (years) | 5 years 8 months 19 days | ||
Stock Options [Member] | Exercise Price 0.053 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.053 | ||
Number of options outstanding | 12,500,000 | ||
Weighted Average remaining contractual life (years) | 3 years 1 month 13 days | ||
Stock Options [Member] | Exercise Price 0.004 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.004 | ||
Number of options outstanding | 500,000 | ||
Weighted Average remaining contractual life (years) | 5 years 3 months 14 days |
Stock Options And Warrants (S41
Stock Options And Warrants (Summary Of Stock Warrants Activity) (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Warrants | ||
Outstanding -beginning of year | 28,019,163 | 28,019,163 |
Granted | ||
Exercised | (28,019,163) | |
Forfeited | ||
Outstanding - end of year | 28,019,163 | |
Weighted average exercise price | ||
Outstanding -beginning of year | $ 0.003 | $ 0.003 |
Granted | ||
Exercised | 0.003 | |
Forfeited | ||
Outstanding - end of year | $ 0.003 |
Deferred Tax Benefit (Schedule
Deferred Tax Benefit (Schedule Of Deferred Tax Assets) (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred tax assets: | ||
NOL carryforward | $ 4,900,400 | $ 2,706,600 |
R&D carryforward | 113,100 | 113,100 |
Capital loss carryforward | 11,000 | |
Accrued vacation payable | 45,900 | 23,600 |
Allowance for doubtful accounts | 17,800 | 1,900 |
Contribution carryforward | 200 | |
Related party accruals | 2,400 | |
Deferred tax liabilities: | ||
Depreciation | 900 | 17,400 |
Valuation allowance | 5,076,300 | 2,841,400 |
Net deferred tax asset |
Deferred Tax Benefit (Schedul43
Deferred Tax Benefit (Schedule Of Provisions For Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Deferred Tax Benefit Schedule Of Provisions For Income Taxes Details | ||
Book income | $ 2,858,700 | $ 143,900 |
Nondeductible expenses | 602,100 | 250,800 |
Accrued vacation payable | 22,300 | |
Allowance for bad debt | 15,900 | (7,800) |
Depreciation | (16,500) | 1,700 |
Related party accruals | 2,400 | |
Valuation allowance | 2,234,900 | (103,200) |
Income tax expense |
Commitments And Contingencies44
Commitments And Contingencies (Details) | Jun. 30, 2016USD ($) |
Rent Payment [Member] | |
Years Ending June 30, | |
2,017 | $ 46,205 |
Summary Of Significant Accoun45
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Summary Of Significant Accounting Policies Narrative Details | ||
Allowance for accounts receivable | $ 45,584 | $ 4,808 |
Deferred revenue | 331,644 | 8,000 |
Research and development costs | 0 | 0 |
Advertising costs | 57,654 | 61,157 |
Depreciation expenses | $ 21,721 | $ 6,073 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - Indaba Group, LLC [Member] | Oct. 01, 2015USD ($)$ / sharesshares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Payment of working capital surplus | $ 55,601 |
Series A Preferred Stock [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Business acquisition purchase price | $ 2,000,000 |
Business acquisition, shares issued | shares | 10,000 |
Preferred stock liquidation price per share | $ / shares | $ 200 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Internet domain indefinite intangible asset | $ 20,202 | $ 20,202 | ||||
Amortization expenses for finite lived intangible assets | 162,046 | $ 0 | ||||
Trademark Rights - CLOUDCOMMERCE [Member] | ||||||
Finite lived intangible asset purchase price | $ 10,000 | |||||
Finite lived intangible asset renewal terms | The trademark expires in 2020 and may be renewed for an additional 10 years. | |||||
Finite lived intangible asset useful life | 174 months | |||||
Amortization expenses for finite lived intangible assets | 517 | |||||
Non-Compete Agreements From the Acquisition Of Indaba [Member] | ||||||
Finite lived intangible assets | $ 201,014 | |||||
Finite lived intangible asset renewal terms | This amount will be included in depreciation and amortization expense until September 30, 2018. | |||||
Finite lived intangible asset useful life | 3 years | |||||
Amortization expenses for finite lived intangible assets | 50,253 | |||||
Customer List [Member] | ||||||
Finite lived intangible assets | $ 447,171 | |||||
Finite lived intangible asset renewal terms | This amount will be included in depreciation and amortization expense until September 30, 2018. | |||||
Finite lived intangible asset useful life | 3 years | |||||
Amortization expenses for finite lived intangible assets | $ 111,793 | |||||
Other Assets [Member] | Trademark Rights - CLOUDCOMMERCE [Member] | ||||||
Finite lived intangible assets | $ 10,000 | |||||
Domain Name - CLOUDCOMMERCE.COM [Member] | ||||||
Indefinite intangible asset purchase price | $ 20,000 | |||||
Indefinite lived intangible assets transaction cost | 202 | |||||
Domain Name - CLOUDCOMMERCE.COM [Member] | Other Assets [Member] | ||||||
Internet domain indefinite intangible asset | $ 20,202 |
Line Of Credit (Narrative) (Det
Line Of Credit (Narrative) (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 83,540 | |
Bank Line Of Credit Assumed From Acquisition Of Indaba Group LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 83,540 | $ 0 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Jun. 28, 2016 | Oct. 14, 2014 | May 23, 2014 | Feb. 18, 2014 | Sep. 03, 2013 | Jul. 02, 2013 | Jun. 03, 2013 | May 16, 2013 | May 01, 2013 | Apr. 16, 2013 | Mar. 25, 2013 | May 16, 2013 | Feb. 18, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of notes payable | $ 1,156,500 | $ 721,000 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt conversion converted instrument, shares | 4,911,370 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument conversion price | $ 0.004 | |||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | ||||||||||||||||
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, as amended, 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 | Mar. 25, 2018 | |||||||||||||||
Debt instrument carrying amount | 87,086 | |||||||||||||||
Accrued interest included in carrying value of debt | 21,086 | |||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | Common Stock [Member] | ||||||||||||||||
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 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face amount | 100,000 | $ 100,000 | ||||||||||||||
Proceeds from issuance of notes payable | $ 35,000 | $ 10,000 | $ 25,000 | $ 20,000 | $ 10,000 | $ 100,000 | ||||||||||
Debt instrument conversion terms | The terms of the May 2013 Note, as amended, 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 carrying amount | $ 0 | |||||||||||||||
Unamortized debt discount | $ 100,000 | $ 100,000 | ||||||||||||||
Debt discount recognition description | This discount was recognized over twelve months, and has been fully amortized as of June 30, 2016. | |||||||||||||||
Convertible Promissory Note Dated May 16, 2013 - The May 2013 Note [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt conversion original debt amount | $ 100,000 | |||||||||||||||
Debt conversion converted instrument, shares | 1,000 |
Notes Payable (Narrative) (De50
Notes Payable (Narrative) (Details1) - USD ($) | Jun. 28, 2016 | Dec. 16, 2014 | Nov. 18, 2014 | Oct. 31, 2014 | Oct. 16, 2014 | Oct. 01, 2014 | Sep. 17, 2014 | Sep. 05, 2014 | Aug. 15, 2014 | Jul. 18, 2014 | Jun. 30, 2014 | Jun. 02, 2014 | May 16, 2014 | Apr. 30, 2014 | Apr. 16, 2014 | Apr. 02, 2014 | Mar. 17, 2014 | Mar. 04, 2014 | Apr. 02, 2014 | Dec. 16, 2014 | Aug. 15, 2014 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 1,156,500 | $ 721,000 | |||||||||||||||||||||
Convertible Promissory Note Dated March 04, 2014 - The March 2014 Note [Member] | |||||||||||||||||||||||
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, as amended, 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. | ||||||||||||||||||||||
Unamortized debt discount | $ 75,000 | ||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||
Debt instrument carrying amount | 0 | ||||||||||||||||||||||
Convertible Promissory Note Dated March 04, 2014 - The March 2014 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt conversion original debt amount | $ 75,000 | ||||||||||||||||||||||
Debt conversion converted instrument, shares | 750 | ||||||||||||||||||||||
Convertible Promissory Note Dated April 16, 2014 - The April 2014 Note [Member] | |||||||||||||||||||||||
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, as amended, 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. | ||||||||||||||||||||||
Unamortized debt discount | $ 300,000 | ||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||
Debt instrument carrying amount | 0 | ||||||||||||||||||||||
Convertible Promissory Note Dated April 16, 2014 - The April 2014 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt conversion original debt amount | $ 300,000 | ||||||||||||||||||||||
Debt conversion converted instrument, shares | 3,000 | ||||||||||||||||||||||
Convertible Promissory Note Dated September 05, 2014 - The September 2014 Note [Member] | |||||||||||||||||||||||
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, as amended, 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. | ||||||||||||||||||||||
Unamortized debt discount | $ 250,000 | ||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||
Debt instrument carrying amount | $ 0 | ||||||||||||||||||||||
Convertible Promissory Note Dated September 05, 2014 - The September 2014 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt conversion original debt amount | $ 250,000 | ||||||||||||||||||||||
Debt conversion converted instrument, shares | 2,500 |
Notes Payable (Narrative) (De51
Notes Payable (Narrative) (Details2) - USD ($) | Jun. 28, 2016 | Aug. 19, 2015 | Aug. 05, 2015 | Jul. 17, 2015 | Jul. 02, 2015 | Jun. 17, 2015 | Jun. 02, 2015 | May 18, 2015 | May 04, 2015 | Apr. 17, 2015 | Apr. 02, 2015 | Mar. 17, 2015 | Mar. 02, 2015 | Feb. 16, 2015 | Feb. 02, 2015 | Jan. 20, 2015 | Jan. 05, 2015 | Apr. 17, 2015 | Aug. 19, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from issuance of notes payable | $ 1,156,500 | $ 721,000 | |||||||||||||||||||
Convertible Promissory Note Dated January 05, 2015 - The January 2015 Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||||||||
Proceeds from issuance of notes payable | $ 10,000 | $ 20,000 | $ 30,000 | $ 35,000 | $ 35,000 | $ 45,000 | $ 45,000 | $ 30,000 | $ 250,000 | ||||||||||||
Debt instrument conversion terms | The terms of the January 2015 Note, as amended, 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. | ||||||||||||||||||||
Unamortized debt discount | $ 250,000 | ||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||
Debt instrument carrying amount | 0 | ||||||||||||||||||||
Convertible Promissory Note Dated January 05, 2015 - The January 2015 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt conversion original debt amount | $ 250,000 | ||||||||||||||||||||
Debt conversion converted instrument, shares | 2,500 | ||||||||||||||||||||
Convertible Promissory Note Dated May 04, 2015 - The May 2015 Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||||||||
Proceeds from issuance of notes payable | $ 34,000 | $ 10,000 | $ 37,000 | $ 38,000 | $ 10,000 | $ 45,000 | $ 43,000 | 33,000 | $ 250,000 | ||||||||||||
Unamortized debt discount | $ 250,000 | ||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||
Debt instrument carrying amount | $ 0 | ||||||||||||||||||||
Debt instrument conversion price | $ 0.004 | ||||||||||||||||||||
Convertible Promissory Note Dated May 04, 2015 - The May 2015 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt conversion original debt amount | $ 250,000 | ||||||||||||||||||||
Debt conversion converted instrument, shares | 2,500 |
Notes Payable (Narrative) (De52
Notes Payable (Narrative) (Details3) - USD ($) | Jun. 30, 2016 | Jun. 28, 2016 | Jun. 21, 2016 | Jun. 01, 2016 | May 19, 2016 | May 17, 2016 | May 02, 2016 | Apr. 18, 2016 | Apr. 01, 2016 | Mar. 21, 2016 | Mar. 02, 2016 | Feb. 18, 2016 | Feb. 02, 2016 | Jan. 19, 2016 | Jan. 12, 2016 | Jan. 04, 2016 | Dec. 17, 2015 | Dec. 07, 2015 | Nov. 17, 2015 | Oct. 16, 2015 | Oct. 01, 2015 | Sep. 17, 2015 | Sep. 01, 2015 | Aug. 19, 2015 | Sep. 17, 2015 | Jun. 30, 2016 | Apr. 01, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 1,156,500 | $ 721,000 | |||||||||||||||||||||||||||
Convertible Promissory Note Dated August 19, 2015 - The August 2015 Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 31,000 | $ 40,000 | $ 3,000 | $ 74,000 | |||||||||||||||||||||||||
Debt instrument conversion price | $ 0.004 | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 74,000 | ||||||||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 18 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 0 | $ 0 | 0 | ||||||||||||||||||||||||||
Convertible Promissory Note Dated August 19, 2015 - The August 2015 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | $ 74,000 | ||||||||||||||||||||||||||||
Debt conversion converted instrument, shares | 740 | ||||||||||||||||||||||||||||
Convertible Promissory Note Dated October 01, 2015 - The October 2015 Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 22,000 | $ 27,000 | $ 40,000 | $ 36,000 | $ 58,000 | $ 52,000 | $ 35,000 | $ 60,000 | $ 32,000 | $ 65,000 | $ 38,500 | $ 38,000 | $ 503,500 | ||||||||||||||||
Debt instrument conversion price | $ 0.004 | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 503,500 | ||||||||||||||||||||||||||||
Debt discount recognition description | This discount is recognized over 12 months, beginning on the date of each tranche payment. | ||||||||||||||||||||||||||||
Debt instrument carrying amount | 0 | 0 | 0 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Debt instrument maturity description | It matures 12 months from the effective date of each advance. | ||||||||||||||||||||||||||||
Convertible Promissory Note Dated October 01, 2015 - The October 2015 Note [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | $ 503,500 | ||||||||||||||||||||||||||||
Debt conversion converted instrument, shares | 5,035 | ||||||||||||||||||||||||||||
Notes Payable Dated January 12, 2016 [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 100,000 | ||||||||||||||||||||||||||||
Debt instrument interest terms | The loan was offered interest free on a short term basis. | ||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 12, 2016 | ||||||||||||||||||||||||||||
Promissory Note Dated April 18, 2016 - The April 2016 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | 33,500 | $ 21,000 | $ 34,000 | $ 160,000 | $ 35,000 | $ 41,000 | $ 35,500 | 360,000 | |||||||||||||||||||||
Debt instrument carrying amount | 361,979 | 361,979 | 361,979 | ||||||||||||||||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||||||||||||||||||
Debt instrument maturity description | It is payable upon demand, but in no event later than 60 months from the effective date of each tranche. | ||||||||||||||||||||||||||||
Accrued interest | $ 1,979 | $ 1,979 | $ 1,979 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016$ / shares | |
Series A Preferred Stock [Member] | |
Preferred stock conversion rights | Each share of Series A Preferred stock is convertible into 10,000 shares of the Companys common stock. |
Preferred stock dividends rights | The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of Eight dollars ($8) per share per annum, payable in preference and priority to any payment of any dividend on the Common Stock. |
Series B Preferred Stock [Member] | |
Preferred stock conversion rights | The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the Stated Value by a conversion price of $0.004 per share. |
Preferred stock stated value per share | $ 100 |
Preferred stock voting rights | Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. |
Stock Options And Warrants (Nar
Stock Options And Warrants (Narrative) (Details) - USD ($) | Jun. 22, 2016 | Jul. 10, 2003 | Jun. 30, 2016 |
Restricted Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise for warrants on a cashless basis | 24,109,404 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of the stock options | $ 1,613,550 | ||
Stock Option Plan - July 10, 2003 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total common stock shares authorized for stock option plan | 5,000,000 | ||
Description of stock option plan | Pursuant to the now terminated plan, the Company could issue 5,000,000 shares of common stock. The plan was administered by the Companys Board of Directors, and options granted under the plan could be either incentive options or nonqualified options. Each option was exercisable in full or in installment and at such time as designated by the Board. Notwithstanding any other provision of the plan or of any option agreement, each option expired on the date specified in the option agreement, which date was to be no later than the tenth anniversary of the date on which the option was granted (fifth anniversary in the case of an incentive option granted to a greater-than-10% stockholder). The purchase price per share of the common stock under each incentive option was to be no less than the fair market value of the common stock on the date the option was granted (110% of the fair market value in the case of a greater-than-10% stockholder). The purchase price per share of the common stock under each nonqualified option was to be specified by the Board at the time the option is granted, and could be less than, equal to or greater than the fair market value of the shares of common stock on the date such nonqualified option was granted, but was to be no less than the par value of shares of common stock. |
Deferred Tax Benefit (Narrative
Deferred Tax Benefit (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Deferred Tax Benefit Narrative Details | |
U.S.federal and state income tax rate | 39.00% |
Net operating loss carryforward | $ 12,565,000 |
Operating loss carryforward limitations on use | Offset against future taxable income through 2036. |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Number | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Total Revenue [Member] | Three Major Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 44.00% | |
Number of customer | 3 | |
Total Revenue [Member] | Two Major Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 30.00% | |
Number of customer | 2 | |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 48.00% | |
Number of customer | 3 | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 54.00% | |
Number of customer | 1 |
Commitments And Contingencies57
Commitments And Contingencies (Narrative) (Details) - USD ($) | Mar. 01, 2016 | Feb. 28, 2016 | May 21, 2014 | Aug. 26, 2013 | Dec. 10, 2012 | Jun. 30, 2016 | Jun. 30, 2015 |
Other Commitments [Line Items] | |||||||
Total lease expenses | $ 103,423 | $ 72,961 | |||||
Lease Agreements For Office Space Commenced On October 01, 2013 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Operating lease terms | On August 26, 2013, the Company signed a two year lease commencing on October 1, 2013 for approximately 2,534 square feet of office space at 1933 Cliff Dr., Suite 11, Santa Barbara, California 93109 for approximately $4,308 per month. | ||||||
Monthly rent | $ 4,308 | ||||||
Lease Agreements For Office Space Commenced On March 01, 2016 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Operating lease terms | Beginning March 1, 2016, the Company moved into Suite 1, within the same building, on a month-to-month arrangement, for approximately $3,000 per month. | ||||||
Monthly rent | $ 3,000 | ||||||
Lease Agreement With Management Of Indaba [Member] | |||||||
Other Commitments [Line Items] | |||||||
Operating lease terms | On December 10, 2012, the management of Indaba signed a lease which commenced January 16, 2013 for approximately 3,300 square feet at 2854 Larimer Street, Denver, CO 80205, for approximately $3,500 per month. | ||||||
Monthly rent | $ 5,800 | $ 3,500 | |||||
Lease expiration date | Feb. 28, 2016 | ||||||
Extended lease expiration date | Feb. 28, 2017 | ||||||
Settlement With A Prior Landlord [Member] | |||||||
Other Commitments [Line Items] | |||||||
Total amount due in settlement with landlord | $ 227,053 | ||||||
Committed amount in settlement with landlord | 40,250 | ||||||
Monthly payment of committed amount in settlement | $ 350 | ||||||
Description of settlement terms with landlord | Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. | ||||||
Outstanding amount owed with related to settlement agreement | $ 26,950 |
Supplemental Statement Of Cas58
Supplemental Statement Of Cash Flows Information (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Non-cash financing activities: | ||
Partial conversion of notes payable common stock | $ 58,936 | |
Partial conversion of notes payable additional paid in capital | 8,308 | |
Decrease in accounts payable | $ 15,606 | (8,080) |
Gain on extinguishment of debt | (559,867) | 118,492 |
Decrease in accrued expenses | 202,866 | 80,422 |
Selling, general and administrative expenses | 1,067,777 | 363,794 |
Common Stock | ||
Non-cash financing activities: | ||
Partial conversion of notes payable common stock | 4,911 | |
Partial conversion of notes payable additional paid in capital | ||
Supplemental Non Cash Financing Activities [Member] | ||
Non-cash financing activities: | ||
Decrease in notes payable | (2,041,253) | (19,645) |
Decrease in discount on notes | 362,318 | |
Decrease in accounts payable | (11,108) | |
Decrease in notes payable, other | 39,839 | |
Decrease in accrued interest | (9,960) | |
Decrease in other current liabilities | (61,747) | |
Decrease in accrued expenses | (8,308) | |
Selling, general and administrative expenses | 8,308 | |
Supplemental Non Cash Financing Activities [Member] | Common Stock | ||
Non-cash financing activities: | ||
Partial conversion of notes payable common stock | 4,911 | |
Partial conversion of notes payable additional paid in capital | 54,025 | |
Supplemental Non Cash Financing Activities [Member] | Accounts Payable [Member] | ||
Non-cash financing activities: | ||
Gain on extinguishment of debt | 11,108 | |
Supplemental Non Cash Financing Activities [Member] | Notes Payable [Member] | ||
Non-cash financing activities: | ||
Gain on extinguishment of debt | 6,946 | |
Supplemental Non Cash Financing Activities [Member] | Notes Payable Other [Member] | ||
Non-cash financing activities: | ||
Gain on extinguishment of debt | 49,799 | |
Supplemental Non Cash Financing Activities [Member] | Other Current Liabilites [Member] | ||
Non-cash financing activities: | ||
Gain on extinguishment of debt | $ 61,747 | |
Supplemental Non Cash Financing Activities [Member] | Series B Preferred Stock [Member] | ||
Non-cash financing activities: | ||
Partial conversion of notes payable common stock | 18 | |
Partial conversion of notes payable additional paid in capital | 1,678,917 | |
Supplemental Non Cash Financing Activities [Member] | Series A Preferred Stock [Member] | Indaba Group, LLC [Member] | ||
Non-cash financing activities: | ||
Issuance of stock for the purchase of Indaba Group LLC | $ 2,000,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Sep. 14, 2016 | Aug. 31, 2016 | Aug. 16, 2016 | Jul. 29, 2016 | Jul. 15, 2016 | Jun. 30, 2016 | Jun. 21, 2016 | Jun. 01, 2016 | May 19, 2016 | May 17, 2016 | May 02, 2016 | Apr. 18, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of notes payable | $ 1,156,500 | $ 721,000 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Note Dated April 18, 2016 - The April 2016 Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of notes payable | $ 33,500 | $ 21,000 | $ 34,000 | $ 160,000 | $ 35,000 | $ 41,000 | $ 35,500 | $ 360,000 | |||||||
Subsequent Event [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Note Dated April 18, 2016 - The April 2016 Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of notes payable | $ 33,500 | $ 28,000 | $ 35,500 | $ 33,000 | $ 10,000 |