Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | CLOUDCOMMERCE, INC. | |
Entity Central Index Key | 743,758 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
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 Common Stock, Shares Outstanding | 130,252,778 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
CURRENT ASSETS | ||
Cash | $ 199,745 | $ 49,663 |
Accounts receivable, net | 315,757 | 427,866 |
Prepaid and other current Assets | 22,439 | 12,426 |
TOTAL CURRENT ASSETS | 537,941 | 489,955 |
PROPERTY & EQUIPMENT, net | 56,604 | 73,158 |
OTHER ASSETS | ||
Lease deposit | 3,500 | 3,500 |
Internet domain | 20,202 | 20,202 |
Goodwill and other intangible assets, net | 1,461,062 | 1,623,624 |
TOTAL OTHER ASSETS | 1,484,764 | 1,647,326 |
TOTAL ASSETS | 2,079,309 | 2,210,439 |
CURRENT LIABILITIES | ||
Accounts payable | 119,811 | 177,383 |
Accrued expenses | 360,849 | 267,805 |
Line of credit | 356,901 | 83,540 |
Deferred income and customer deposit | 472,480 | 335,642 |
Convertible notes and interest payable, current, net | 92,040 | 87,086 |
Notes Payable | 1,046,779 | 461,979 |
TOTAL CURRENT LIABILITIES | 2,448,860 | 1,413,435 |
LONG TERM LIABILITIES | ||
Accrued expenses, long term | 210,953 | 213,753 |
TOTAL LIABILITIES | 2,659,813 | 1,627,188 |
SHAREHOLDERS' (DEFICIT)/EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding, respectively; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding, respectively; | 28 | 28 |
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 130,252,778 and 129,899,595 shares issued and outstanding, respectively | 130,252 | 129,899 |
Additional paid in capital | 18,864,452 | 18,547,641 |
Accumulated deficit | (19,575,236) | (18,094,317) |
TOTAL SHAREHOLDERS' (DEFICIT)/EQUITY | (580,504) | 583,251 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY | 2,079,309 | 2,210,439 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' (DEFICIT)/EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding, respectively; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding, respectively; | 10 | 10 |
TOTAL SHAREHOLDERS' (DEFICIT)/EQUITY | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY | 10 | 10 |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' (DEFICIT)/EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding, respectively; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding, respectively; | 18 | 18 |
TOTAL SHAREHOLDERS' (DEFICIT)/EQUITY | 18 | 18 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY | $ 18 | $ 18 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
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 | 28,025 |
Preferred stock, shares outstanding | 28,025 | 28,025 |
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 | 130,252,778 | 129,899,595 |
Common stock, shares outstanding | 130,252,778 | 129,899,595 |
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 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 18,025 | 18,025 |
Preferred stock, shares outstanding | 18,025 | 18,025 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
REVENUE | $ 486,108 | $ 736,978 | $ 2,207,272 | $ 1,628,612 |
OPERATING EXPENSES | ||||
Salaries and outside services | 774,171 | 783,824 | 2,395,813 | 1,811,072 |
Selling, general and administrative expenses | 252,399 | 334,683 | 693,562 | 860,599 |
Stock based compensation | 124,101 | 125,695 | 377,164 | 360,837 |
Depreciation and amortization | 62,910 | 7,302 | 183,582 | 15,470 |
TOTAL OPERATING EXPENSES | 1,213,581 | 1,251,504 | 3,650,121 | 3,047,978 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (727,473) | (514,526) | (1,442,849) | (1,419,366) |
OTHER INCOME (EXPENSE) | ||||
Other income | (2,014) | (2,814) | 3,991 | (2,593) |
Gain (loss) on sale of fixed assets | 23,252 | |||
Gain (loss) on extinguishment of debt | (570,975) | |||
Gain (loss) on changes in derivative liability | (3,258,891) | |||
Interest expense | 30,759 | 272,538 | 65,313 | 755,947 |
TOTAL OTHER INCOME (EXPENSE) | (32,773) | (275,352) | (38,070) | (4,588,406) |
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES | (760,246) | (789,878) | (1,480,919) | (6,007,772) |
PROVISION FOR INCOME TAXES | 1,237 | 1,237 | ||
NET LOSS | (760,246) | (791,115) | (1,480,919) | (6,009,009) |
PREFERRED DIVIDEND | 20,000 | 20,000 | 60,000 | 40,000 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (780,246) | $ (811,115) | $ (1,540,919) | $ (6,049,009) |
NET LOSS PER SHARE | ||||
BASIC | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.06) |
DILUTED | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.06) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC | 130,252,778 | 105,790,195 | 130,252,778 | 105,790,195 |
DILUTED | 130,252,778 | 105,790,195 | 130,252,778 | 105,790,195 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement Of Shareholders' (Deficit)/Equity - 9 months ended Mar. 31, 2017 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 |
Share correction, shares | 353,183 | ||||
Share correction, value | $ 353 | (353) | |||
Dividend on Series A Preferred stock | (60,000) | (60,000) | |||
Stock based compensation | 377,164 | 377,164 | |||
Net loss | (1,480,919) | $ (1,480,919) | |||
Balance Preferred Stock, shares at Mar. 31, 2017 | 28,025 | 28,025 | |||
Balance Common Stock, shares at Mar. 31, 2017 | 130,252,778 | 130,252,778 | |||
Balance, value at Mar. 31, 2017 | $ 28 | $ 130,252 | $ 18,864,452 | $ (19,575,236) | $ (580,504) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,480,919) | $ (6,009,009) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 183,582 | 15,470 |
Bad debt expense | 32,900 | 60,411 |
Stock based compensation | 377,164 | 360,837 |
Amortization of debt discount | 635,495 | |
(Gain) loss on sale of fixed assets | 23,252 | |
(Gain) loss on extinguishment of debt | (570,975) | |
(Gain)/loss on derivative liability | (3,258,891) | |
(Increase) decrease in: | ||
Accounts receivable | (79,209) | (60,485) |
Prepaid and other assets | 10,013 | (1,819) |
Increase (Decrease) in: | ||
Accounts payable | (57,572) | 64,548 |
Accrued expenses | 120,498 | 253,552 |
Deferred income | 136,838 | (8,000) |
Other liabilities | 137,461 | |
NET CASH (USED IN) OPERATING ACTIVITIES | (641,565) | (597,065) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 6,419 | 10,436 |
Sale of property and equipment | 25,205 | |
Net cash on acquisition | 22,773 | |
Purchase of intangible assets | 10,000 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 18,786 | 2,337 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividend paid | 60,000 | 20,000 |
Payments on promissory notes | 30,000 | |
Proceeds from issuance of notes | 589,500 | 674,500 |
Net proceeds on line of credit | 273,361 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 772,861 | 654,500 |
NET INCREASE IN CASH | 150,082 | 59,772 |
CASH, BEGINNING OF YEAR | 49,663 | 19,051 |
CASH, END OF PERIOD | 199,745 | 78,823 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 35,058 | |
Income taxes paid | $ 4,332 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of CloudCommerce, Inc.’s (“CloudCommerce,” “we,” “us,” or the “Company”), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. For further information, refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 2016. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of CloudCommerce is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The Condensed Consolidated Financial Statements include the Company and its majority-owned subsidiary, Indaba Group, Inc., a Delaware corporation (“Indaba”). 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 March 31, 2017 On November 30, 2016, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receiveable amounts due from our customers. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of March 31, 2017, the balance due from this arrangement was $356,901. 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 March 31 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 no 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 nine months ended March 31, 2017 and 2016. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $24,138 and $60,866 for the nine months ended March 31, 2017 and 2016, respectively. Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of March 31, 2017 and June 30, 2016, the Company’s 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 March 31 , 2017 and the fiscal year ended June 30, 2016, the Company had no assets or liabilities that are required to be valued on a recurring basis. 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 $21,018 and $15,470 for the nine months ended March 31, 2017 and 2016, 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. Management’s 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 Company’s 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 enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of 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 nine months ended March 31, 2017, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of March 31, 2017 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the nine months ended March 31, 2017 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 nine months ended March 31, 2017 and 2016 was $377,164 and $360,837, respectively. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the nine months ended March 31 , 2017 For the nine months ended March 31 , 2016 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. Recently Issued Accounting Pronouncements Management reviewed accounting pronouncements issued during the nine months ended March 31, 2017 , and no pronouncements were adopted during the period. |
Liquidity And Operations
Liquidity And Operations | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Operations | 3. LIQUIDITY AND OPERATIONS The Company had net loss of $1,480,919 for the nine months ended March 31, 2017 and net loss of $6,009,009 for the nine months ended , and net cash used in operating activities of $641,565 and $597,065 for the same periods, respectively. While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. In the current financial environment, it could become difficult for the Company to obtain equipment leases and other business financing. There is no assurance that the Company would be able to obtain additional working capital through the private placement of common stock or from any other source. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its shareholders since its inception. It is management’s plan to generate additional working capital from increasing sales from its desktop and mobile service offerings, and then continue to pursue its business plan and purposes. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. 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 Company’s 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) 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) 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 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. Nine months ended March 31, 2016 Total revenues $ 2,286,772 Net loss (5,444,208 ) Basic and diluted net earnings per common share $ (0.04 ) |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Intangible Assets | |
Intangible Assets | 5. INTANGIBLE ASSETS 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 is 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 , 2015, we 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, is included in depreciation and amortization expense. For the nine months ended March 31 , 2017, 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 nine months ended , 2017, the Company included $50,254 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 nine months ended , 2017, 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 and other acquisitions. The following is the net book value of these assets: March 31, 2017 Accumulated Gross Amortization Net Customer List $ 447,171 $ (223,586 ) $ 223,585 Non-Compete Agreements 201,014 (100,507 ) 100,507 Goodwill 1,128,003 — 1,128,003 Total $ 1,776,188 $ (324,093 ) $ 1,452,095 Total amortization expense charged to operations for the nine months ended March 31 , 2017 and 2016 was The following table of remaining amortization of finite life intangible assets, for the years ended June 30, includes the intangible assets acquired during the Indaba acquisition, in addition to the CloudCommerce trademark: 2017 $ 54,188 2018 216,752 2019 54,705 2020 690 2021 and thereafter 6,723 Total $ 333,058 |
Credit Facilities
Credit Facilities | 9 Months Ended |
Mar. 31, 2017 | |
Credit Facilities | |
Credit Facilities | 6. CREDIT FACILITIES Line of Credit The Company assumed an outstanding liability related to a bank line of credit agreement from the acquisition of Indaba Group, LLC. As of March 31 , 2017 and June 30, 2016, the balances were zero and $83,540, respectively. Secured Borrowing On November 30, 2016, the Company entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. The proceeds from the facility are determined by the amounts we invoice our customers. The Company evalutated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “line of credit” on the Balance Sheet. The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. During the term of this facility, the third party lender has a first priority security interest in the Company, and will, therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for the Company to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the nine months ended March 31, 2017, the Company included $23,669 in interest expense, related to the secured borrowing facility, and as of March 31, 2017, the outstanding balance was $356,901. |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure Convertible Note Payable Abstract | |
Notes Payable | 7. NOTES PAYABLE 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 Company’s 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 $0.004 per share. 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 March 31, 2017 , was $92,040, which includes $26,040 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. 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. On June 28, 2016, the Company exchanged the principle balance on the March 2014 Note ($75,000) for 750 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 March 2014 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the April 2014 Note ($300,000) for 3,000 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 April 2014 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the September 2014 Note ($250,000) for 2,500 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 September 2014 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the January 2015 Note ($250,000) for 2,500 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 January 2015 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the May 2015 Note ($250,000) for 2,500 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 2015 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the August 2015 Note ($74,000) for 740 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 August 2015 Note was zero. 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. On June 28, 2016, the Company exchanged the principle balance on the October 2015 Note ($503,500) for 5,035 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 October 2015 Note was zero. On January 12, 2016, the Company borrowed $100,000 from Bountiful Capital, LLC to cover operating costs. Our Chief Financial Officer is also the President of Bountiful Capital, LLC. 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, $33,500 on June 30, 2016, $10,000 on July 15, 2016, $33,000 on July 29, 2016, $35,500 on August 16, 2016, $28,000 on August 31, 2016, and $33,500 on September 14, 2016, for a total draw of $500,000. 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 March 31, 2017 , was $519,779, which includes $19,779 of accrued interest. On October 3, 2016, the Company issued a promissory note (the “October 2016 Note”) in the amount of up to $500,000, at which time an initial advance of $36,000 was received to cover operational expenses. The lender advanced an additional $48,000 on October 17, 2016, $34,000 on October 31, 2016, $27,000 on November 15, 2016, $34,000 on November 30, 2016, $28,500 on December 16, 2016, $21,000 of January 3, 2017, $50,000 on January 17, 2017, $29,000 on January 31, 2017, $15,000 on February 2, 2017, $30,000 on February 16, 2017, $29,000 on March 1, 2017, and $28,000 on March 16, 2017, for a total draw of $409,500. The October 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 October 2016 Note, as of March 31, 2017 , was $415,103, which includes $5,603 of accrued interest. |
Capital Stock
Capital Stock | 9 Months Ended |
Mar. 31, 2017 | |
Capital Stock | |
Capital Stock | 8. CAPITAL STOCK At December 31, 2016 the Company’s 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 are determined by the Board of Directors prior to issuance of such shares. Series A Preferred Stock 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 Company’s common stock. The holders of outstanding shares of Series A Preferred Stock are 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 March 31, 2017 , the Company had 10,000 shares of Series A Preferred Stock outstanding. Series B Preferred Stock The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $100. 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 March 31, 2017 , the Company had 18,025 shares of Series B Preferred Stock outstanding. |
Stock Options And Warrants
Stock Options And Warrants | 9 Months Ended |
Mar. 31, 2017 | |
Stock Options And Warrants | |
Stock Options and Warrants | 9. STOCK OPTIONS AND WARRANTS 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 was authorized to issue 5,000,000 shares of common stock. The plan was administered by the Company’s Board of Directors (the “Board”), 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 Company’s stock history did not represent the expected future volatility of the Company’s common stock. No stock options were issued during the nine months ended March 31, 2017 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 Company’s stock option activity and related information follows: Nine Months ended March 31, 2017 Nine Months ended March 31, 2016 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of period 123,000,000 $ 0.013 91,000,000 $ 0.012 Granted — $ — 35,000,000 $ 0.015 Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 123,000,000 $ 0.013 126,000,000 $ 0.013 Exercisable at the end of the period 84,954,338 $ 0.012 49,235,616 $ 0.011 Weighted average fair value of options granted during the year $ — $ 525,000 As of March 31, 2017 March 31, 2017 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 Company’s 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 management’s 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 March 31, 2017 Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.015 35,000,000 5.41 $ 0.013 60,000,000 4.85 $ 0.013 15,000,000 4.97 $ 0.053 12,500,000 2.37 $ 0.004 500,000 4.54 123,000,000 Warrants During the periods ended March 31, 2017 Nine Months Ended Nine Months Ended March 31, 2017 March 31, 2016 Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of period — $ — 28,019,163 $ 0.003 Granted — $ — — $ — Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period — $ — 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 were no issued or outstanding warrants. |
Related Parties
Related Parties | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | 10. RELATED PARTIES 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 (the “April 2016 Note”) in the amount of $500,000 to Bountiful Capital, LLC, the details of which are included in footnote “Notes Payable”. The Company’s Chief Financial Officer, Greg Boden, is also the president of Bountiful Capital, LLC. On October 3, 2016, the Company issued a promissory note (the “October 2016 Note”) in the amount of up to $500,000 to Bountiful Capital, LLC, the details of which are included in footnote “Notes Payable”. The Company’s Chief Financial Officer, Greg Boden, is also the president of Bountiful Capital, LLC. On October 7, 2016, Indaba borrowed $40,000 from Jack Gindi to cover operating expenses. Jack is the father of Indaba’s Chief Technology Officer, Blake Gindi, and a former owner of Indaba. The terms of the agreement require the funds to be repaid in two installments of $20,000 each, on December 30, 2016 and January 31, 2017. During the quarter ended March 31, 2017, the Company made payments on this debt in the amount of $30,000, and made the final payment of $10,000 on April 7, 2017. |
Concentrations
Concentrations | 9 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 11. CONCENTRATIONS For the nine months ended March 31, 2017 March 31, 2016 March 31, 2017 |
Commitments
Commitments | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 12. COMMITMENTS Operating Leases On March 1, 2016, the Company moved into office space located at 1933 Cliff Drive, Suite 1, Santa Barbara, CA 93109, 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, 2018, at a rate of $5,850 per month. The following is a schedule, by years, of future minimum rental payments required under the operating lease. Years Ending Rent Payment 2017 $ 17,550 2018 $ 46,800 Total lease expense for the nine months ended March 31, 2017 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 March 31, 2017 March 31, 2017 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 Company’s business or financial condition. |
Supplemental Statement Of Cash
Supplemental Statement Of Cash Flows Information | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Statement of Cash Flows Information | 13. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the nine months ended March 31, 2017, During the nine months ended March 31, 2016 , there were non-cash financing activities as follows: 2016 Preferred stock issued for acquisition $ 2,000,000 Reclassification of derivative accounting $ 5,636,592 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 14. SUBSEQUENT EVENTS 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. On April 4, 2017, April 17, 2017 and May 2, 2017, the Company received advances of $46,500, $23,500 and $20,500, respectively, on the October 2016 Note. On April 7, 2017, the Company made the final payment on the October 7, 2016 debt owed to Jack Gindi, in the amount of $10,000. |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 On November 30, 2016, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receiveable amounts due from our customers. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of March 31, 2017, the balance due from this arrangement was $356,901. |
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 March 31 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 no 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 nine months ended March 31, 2017 and 2016. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $24,138 and $60,866 for the nine months ended March 31, 2017 and 2016, respectively. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of March 31, 2017 and June 30, 2016, the Company’s 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 March 31 , 2017 and the fiscal year ended June 30, 2016, the Company had no assets or liabilities that are required to be valued on a recurring basis. |
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 $21,018 and $15,470 for the nine months ended March 31, 2017 and 2016, 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. Management’s 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 Company’s 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 enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of 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 nine months ended March 31, 2017, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of March 31, 2017 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the nine months ended March 31, 2017 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 nine months ended March 31, 2017 and 2016 was $377,164 and $360,837, respectively. |
Basic and Diluted Net Income (Loss) Per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the nine months ended March 31 , 2017 For the nine months ended March 31 , 2016 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management reviewed accounting pronouncements issued during the nine months ended March 31, 2017 , and no pronouncements were adopted during the period. |
Summary Of Significant Accoun22
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of 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) | 9 Months Ended |
Mar. 31, 2017 | |
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. Nine months ended March 31, 2016 Total revenues $ 2,286,772 Net loss (5,444,208 ) Basic and diluted net earnings per common share $ (0.04 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Intangible Assets Tables | |
Schedule of Acquired Intangible Assets | The following is the net book value of these assets: March 31, 2017 Accumulated Gross Amortization Net Customer List $ 447,171 $ (223,586 ) $ 223,585 Non-Compete Agreements 201,014 (100,507 ) 100,507 Goodwill 1,128,003 — 1,128,003 Total $ 1,776,188 $ (324,093 ) $ 1,452,095 |
Schedule of Amortization of Finite Life Intangible Assets | The following table of remaining amortization of finite life intangible assets, for the years ended June 30, includes the intangible assets acquired during the Indaba acquisition, in addition to the CloudCommerce trademark: 2017 $ 54,188 2018 216,752 2019 54,705 2020 690 2021 and thereafter 6,723 Total $ 333,058 |
Stock Options And Warrants (Tab
Stock Options And Warrants (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
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 Company’s stock option activity and related information follows: Nine Months ended March 31, 2017 Nine Months ended March 31, 2016 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of period 123,000,000 $ 0.013 91,000,000 $ 0.012 Granted — $ — 35,000,000 $ 0.015 Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 123,000,000 $ 0.013 126,000,000 $ 0.013 Exercisable at the end of the period 84,954,338 $ 0.012 49,235,616 $ 0.011 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 March 31, 2017 Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.015 35,000,000 5.41 $ 0.013 60,000,000 4.85 $ 0.013 15,000,000 4.97 $ 0.053 12,500,000 2.37 $ 0.004 500,000 4.54 123,000,000 |
Summary of Stock Warrants Activity | A summary of the Company’s warrant activity and related information follows: Nine Months Ended Nine Months Ended March 31, 2017 March 31, 2016 Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of period — $ — 28,019,163 $ 0.003 Granted — $ — — $ — Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period — $ — 28,019,163 $ 0.003 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Commitments 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 $ 17,550 2018 $ 46,800 |
Supplemental Statement Of Cas27
Supplemental Statement Of Cash Flows Information (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Supplemental Statement Of Cash Flows Information Tables | |
Schedule of Non-Cash Financing Activities | During the nine months ended March 31, 2016 , there were non-cash financing activities as follows: 2016 Preferred stock issued for acquisition $ 2,000,000 Reclassification of derivative accounting $ 5,636,592 |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies (Schedule Of Property And Equipment) (Details) | 9 Months Ended |
Mar. 31, 2017 | |
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 (Schedu30
Business Acquisitions (Schedule Of Unaudited Pro Forma Results Of Acquisition Of Indaba) (Details) - Pro Forma [Member] | 9 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Total revenues | $ 2,286,772 |
Net loss | $ (5,444,208) |
Basic and diluted net earnings per common share | $ / shares | $ (0.04) |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | $ 1,776,188 |
Intangible assets, Accumulated Amortization | 324,093 |
Intangible assets, Net | 1,452,095 |
Customer List [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | 447,171 |
Intangible assets, Accumulated Amortization | 223,586 |
Intangible assets, Net | 223,585 |
Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross | 201,014 |
Intangible assets, Accumulated Amortization | 100,507 |
Intangible assets, Net | 100,507 |
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 O32
Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member] | Mar. 31, 2017USD ($) |
For the years ended June 30: | |
2,017 | $ 54,188 |
2,018 | 216,752 |
2,019 | 54,705 |
2,020 | 690 |
2021 and thereafter | 6,723 |
Total | $ 333,058 |
Stock Options And Warrants (Sch
Stock Options And Warrants (Schedule Of Fair Value Assumptions Of Options) (Details) - Stock Option [Member] | 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 | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Options | ||
Outstanding -beginning of period | 123,000,000 | 91,000,000 |
Granted | 35,000,000 | |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 123,000,000 | 126,000,000 |
Exercisable at the end of the period | 84,954,338 | 49,235,616 |
Weighted average exercise price | ||
Outstanding -beginning of period | $ 0.013 | $ 0.012 |
Granted | 0.015 | |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 0.013 | 0.013 |
Excercisable at the end of the period | 0.012 | 0.011 |
Weighted average fair value of options granted during the year | $ 525,000 |
Stock Options And Warrants (S35
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares | 9 Months Ended | |||
Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 123,000,000 | 123,000,000 | 126,000,000 | 91,000,000 |
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) | 5 years 4 months 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) | 4 years 10 months 6 days | |||
Stock Options [Member] | Exercise Price 0.013 One [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) | 4 years 12 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) | 2 years 4 months 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) | 4 years 7 months 14 days |
Stock Options And Warrants (S36
Stock Options And Warrants (Summary Of Stock Warrants Activity) (Details) - Warrants [Member] - $ / shares | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Options | ||
Outstanding -beginning of period | 28,019,163 | |
Granted | ||
Exercised | ||
Forfeited | ||
Outstanding - end of period | 28,019,163 | |
Weighted average exercise price | ||
Outstanding -beginning of period | $ 0.003 | |
Granted | ||
Exercised | ||
Forfeited | ||
Outstanding - end of period | $ 0.003 |
Commitments (Details)
Commitments (Details) - Rent Payment [Member] | Mar. 31, 2017USD ($) |
Years Ending June 30, | |
2,017 | $ 17,550 |
2,018 | $ 46,800 |
Supplemental Statement Of Cas38
Supplemental Statement Of Cash Flows Information (Details) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Non Cash Financing Activities | |
Preferred stock issued for acquisition | $ 2,000,000 |
Reclassification of derivative accounting | $ 5,636,592 |
Summary Of Significant Accoun39
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Allowance for accounts receivable | $ 8,749 | $ 45,584 | |
Deferred revenue | 468,482 | $ 331,644 | |
Research and development costs | 0 | $ 0 | |
Advertising costs | 24,138 | 60,866 | |
Depreciation expenses | $ 21,018 | $ 15,470 | |
Stock Options [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 123,000,000 | 126,000,000 | |
Series A Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 10,000 | 10,000 | |
Series A Preferred Stock [Member] | Common Stock | |||
Common shares issuable upon conversion of preferred shares | 100,000,000 | 100,000,000 | |
Series B Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 18,025 | ||
Series B Preferred Stock [Member] | Common Stock | |||
Common shares issuable upon conversion of preferred shares | 450,625,000 | ||
Convertible Notes [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 23,010,000 | 515,186,750 | |
Convertible note outstanding value excluded from computation of earnings per share | $ 92,040 | $ 1,846,500 | |
Warrants [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 28,019,163 |
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 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Internet domain indefinite intangible asset | $ 20,202 | $ 20,202 | |||||
Amortization expenses for finite lived intangible assets | 162,563 | $ 108,376 | |||||
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 | 50,254 | ||||||
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 |
Credit Facilities (Narrative) (
Credit Facilities (Narrative) (Details) - USD ($) | Mar. 23, 2017 | Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Line of Credit Facility [Line Items] | |||||||
Line of credit | $ 356,901 | $ 356,901 | $ 83,540 | ||||
Interest expense | 30,759 | $ 272,538 | 65,313 | $ 755,947 | |||
Bank Line Of Credit Assumed From Acquisition Of Indaba Group LLC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit | 0 | 0 | $ 83,540 | ||||
Secured Borrowing With Third Party [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit | $ 356,901 | 356,901 | |||||
Line of credit facility description | The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. | On November 30, 2016, the Company entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $400,000. | |||||
Line of credit facility maximum borrowing capacity | $ 500,000 | $ 400,000 | |||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | ||||||
Line of credit facility collateral terms | The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. | ||||||
Line of credit facility restriction terms | During the term of this facility, the third party lender has a first priority security interest in the Company, and will, therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for the Company to secure additional secured borrowing facilities. | ||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | ||||||
Interest expense | $ 23,669 |
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 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 18, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | |||||||||||||||
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 conversion price | $ 0.004 | ||||||||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||||||||
Proceeds from issuance of notes payable | $ 15,000 | $ 15,000 | $ 20,000 | $ 50,000 | $ 100,000 | ||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Debt instrument maturity date | Mar. 25, 2018 | ||||||||||||||||
Debt instrument carrying amount | 92,040 | ||||||||||||||||
Accrued interest included in carrying value of debt | $ 26,040 | ||||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | Common Stock | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion original debt amount | $ 17,000 | $ 17,000 | |||||||||||||||
Accrued interest portion of debt converted | $ 2,645 | $ 1,975 | |||||||||||||||
Debt conversion converted instrument, shares | 4,911,370 | 4,743,699 | |||||||||||||||
Convertible Promissory Note Dated May 16, 2013 - The May 2013 Note [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 interest rate | 10.00% | 10.00% | |||||||||||||||
Debt instrument carrying amount | $ 0 | ||||||||||||||||
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) (De44
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 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | ||||||||||||||||||||||
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 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 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 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) (De45
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 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | ||||||||||||||||||||
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 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 | |||||||||||||
Debt instrument carrying amount | $ 0 | |||||||||||||||||||||
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) (De46
Notes Payable (Narrative) (Details3) - USD ($) | Jun. 28, 2016 | Apr. 01, 2016 | Mar. 21, 2016 | Mar. 02, 2016 | Feb. 18, 2016 | Feb. 02, 2016 | Jan. 19, 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 | Apr. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | |||||||||||||||||||
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 carrying amount | $ 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 carrying amount | $ 0 | ||||||||||||||||||||
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 (Narrative) (De47
Notes Payable (Narrative) (Details4) - USD ($) | Mar. 16, 2017 | Mar. 01, 2017 | Feb. 16, 2017 | Feb. 02, 2017 | Jan. 31, 2017 | Jan. 17, 2017 | Jan. 03, 2017 | Dec. 16, 2016 | Nov. 30, 2016 | Nov. 15, 2016 | Oct. 31, 2016 | Oct. 17, 2016 | Oct. 03, 2016 | 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 | Jan. 12, 2016 | Mar. 16, 2017 | Sep. 14, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | ||||||||||||||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Notes Payable Dated January 12, 2016 [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 | |||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 33,500 | $ 28,000 | $ 35,500 | $ 33,000 | $ 10,000 | $ 33,500 | $ 21,000 | $ 34,000 | $ 160,000 | $ 35,000 | $ 41,000 | $ 35,500 | $ 500,000 | |||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||
Debt instrument carrying amount | 519,779 | |||||||||||||||||||||||||||||
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 included in the carrying value of debt | 19,779 | |||||||||||||||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Note Dated October 03, 2016 - The October 2016 Note [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 28,000 | $ 29,000 | $ 30,000 | $ 15,000 | $ 29,000 | $ 50,000 | $ 21,000 | $ 28,500 | $ 34,000 | $ 27,000 | $ 34,000 | $ 48,000 | $ 36,000 | $ 409,500 | ||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||
Debt instrument carrying amount | 415,103 | |||||||||||||||||||||||||||||
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 included in the carrying value of debt | $ 5,603 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | 9 Months Ended |
Mar. 31, 2017$ / 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 are 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. |
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 | Mar. 31, 2017 |
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 | $ 906,450 | ||
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 (the “Board”) |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - Indaba [Member] - Jack Gindi - Former Owner Of Indaba [Member] - USD ($) | Oct. 07, 2016 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | $ 40,000 | |
Terms of related party debt agreement | The terms of the agreement require the funds to be repaid in two installments of $20,000 each, on December 30, 2016 and January 31, 2017. | |
Repayment of related party debt | $ 30,000 |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Number | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Total Revenue [Member] | Three Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 55.00% | 50.00% | |
Number of customer | 3 | 3 | |
Accounts Receivable [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 54.00% | ||
Number of customer | 1 | ||
Accounts Receivable [Member] | Three Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 48.00% | ||
Number of customer | 3 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - USD ($) | Mar. 01, 2016 | Feb. 28, 2016 | May 21, 2014 | Dec. 10, 2012 | Mar. 31, 2017 | Mar. 31, 2016 |
Other Commitments [Line Items] | ||||||
Total lease expenses | $ 78,886 | $ 90,483 | ||||
Lease Agreements For Office Space Commenced On March 01, 2016 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating lease terms | The Company moved into office space located at 1933 Cliff Drive, Suite 1, Santa Barbara, CA 93109, on a month-to-month arrangement, for approximately $3,000 per month. | |||||
Monthly rent | $ 3,000 | |||||
Lease Agreement Signed By 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 | $ 5,850 | $ 3,500 | ||||
Lease expiration date | Feb. 28, 2016 | |||||
Extended lease expiration date | Feb. 28, 2018 | |||||
Settlement With A Prior Landlord [Member] | ||||||
Other Commitments [Line Items] | ||||||
Total amount due in settlement with landlord | $ 227,052 | |||||
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 | $ 27,650 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | May 02, 2017 | Apr. 17, 2017 | Apr. 07, 2017 | Apr. 04, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of notes payable | $ 589,500 | $ 674,500 | |||||
Indaba [Member] | Jack Gindi - Former Owner Of Indaba [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of related party debt | $ 30,000 | ||||||
Subsequent Event [Member] | Indaba [Member] | Jack Gindi - Former Owner Of Indaba [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of related party debt | $ 10,000 | ||||||
Subsequent Event [Member] | Promissory Note Dated October 03, 2016 - The October 2016 Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of notes payable | $ 20,500 | $ 23,500 | $ 46,500 |