Veritec (VRTC) 10-Q 15 Feb 17 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Dec. 31, 2016shares
Document And Entity Information
Entity Registrant Name	VERITEC INC
Entity Central Index Key	773,318
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	39,538,007
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Current Assets:
Cash	$ 123,090	$ 60,953
Accounts receivable	8,574	9,309
Prepaid expenses	6,990	1,897
Total Current Assets	138,654	72,159
Equipment, net		171
Intangibles, net	48,120	80,208
Total Assets	186,774	152,538
Current Liabilities:
Accounts payable	677,202	624,153
Accounts payable, related party	96,110	96,110
Accrued expenses	82,180	75,374
Customer deposits		25,000
Payroll tax liabilities		238,718
Notes payable, related party	1,836,784	1,484,211
Notes payable	561,850	548,384
Deferred revenues	97,490	138,760
Derivative liabilities	182,000
Total Current Liabilities	3,533,616	3,230,710
Contingent earnout liability	155,000	155,000
Total Liabilities	3,688,616	3,385,710
Stockholders' Deficiency:
Convertible preferred stock, par value $1.00; authorized 10,000,000 shares, 276,000 shares of Series H authorized, 1,000 shares issued and outstanding as of December 31, 2016 and June 30, 2016	1,000	1,000
Common stock, par value $.01; authorized 50,000,000 shares, 39,538,007 shares issued and outstanding as of December 31, 2016 and June 30, 2016	395,380	395,380
Common stock to be issued, 145,000 shares, as of December 31, 2016 and June 30, 2016	12,500	12,500
Additional paid-in capital	17,955,826	17,939,576
Accumulated deficit	(21,866,548)	(21,581,628)
Total Stockholders' Deficiency	(3,501,842)	(3,233,172)
Total Liabilities and Stockholders' Deficiency	$ 186,774	$ 152,538

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Jun. 30, 2016
Convertible preferred stock, par value	$ 1	$ 1
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	1,000	1,000
Convertible preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$ .01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	39,538,007	39,538,007
Common stock, shares outstanding	39,538,007	39,538,007
Common stock, shares to be issued	145,000	145,000
Series H Convertible
Convertible preferred stock, shares authorized	276,000	276,000
Convertible preferred stock, shares issued	1,000	1,000
Convertible preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$ 1,000	$ 1,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Revenue:
Mobile banking technology revenue	$ 37,130	$ 71,458	$ 84,210	$ 138,721
Management fee revenue-related party	52,430	21,968	75,330	21,968
Barcode technology revenue				133,714
Total revenue	89,560	93,426	159,540	294,403
Cost of Sales	90,300	110,952	148,860	197,588
Gross Profit (Loss)	(740)	(17,526)	10,680	96,815
Operating Expenses:
General and administrative	186,558	150,387	357,000	364,933
Sales and marketing	390	2,566	5,560	16,641
Research and development	11,390	23,232	22,130	41,817
Total Operating Expenses	198,338	176,185	384,690	423,391
Loss from Operations	(199,078)	(193,711)	(374,010)	(326,576)
Other Expense:
Gain on settlement-former officer			364,690
Expense related to fair value of derivative liabilities	(182,000)		(182,000)
Interest expense and finance costs, including $39,866, $50,609, $80,131 and $705,118 respectively, to related parties	(46,600)	(89,183)	(93,600)	(751,183)
Total Other Income (Expense)			89,090	(751,183)
Net Loss	$ (427,678)	$ (282,894)	$ (284,920)	$ (1,077,759)
Net Income (Loss) Per Common Share
Basic	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.04)
Diluted	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.04)
Weighted Average Number of Shares Outstanding
Basic	39,538,007	39,130,007	39,538,007	28,531,121
Diluted	39,538,007	39,130,007	39,538,007	28,531,121

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Interest expense, related parties	$ 39,866	$ 50,609	$ 80,131	$ 705,118

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited)	6 Months Ended
	Dec. 31, 2016USD ($)shares
Preferred Stock
Beginning balance, Shares | shares	1,000
Beginning balance, Amount	$ 1,000
Beneficial conversion feature on issuance of convertible notes payable
Net loss
Ending balance, Shares | shares	1,000
Ending balance, Amount	$ 1,000
Common Stock
Beginning balance, Shares | shares	39,538,007
Beginning balance, Amount	$ 395,380
Ending balance, Shares | shares	39,538,007
Ending balance, Amount	$ 395,380
CommonStockToBeIssuedMember
Beginning balance, Amount	12,500
Ending balance, Amount	12,500
Additional Paid-In Capital
Beginning balance, Amount	17,939,576
Beneficial conversion feature on issuance of convertible notes payable	16,250
Ending balance, Amount	17,955,826
Accumulated Deficit
Beginning balance, Amount	(21,581,628)
Net loss	(284,920)
Ending balance, Amount	(21,866,548)
Beginning balance, Amount	(3,233,172)
Beneficial conversion feature on issuance of convertible notes payable	16,250
Net loss	(284,920)
Ending balance, Amount	$ (3,501,842)

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (284,920)	$ (1,077,759)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation	171	206
Amortization	32,088	32,083
Allowance for inventory obsolescence		14,461
Shares to be issued for services		2,100
Gain on settlement-former officer	364,690
Expense related to fair value of derivative liabilities	(182,000)
Beneficial conversion feature on issuance of convertible notes payable-related party	16,250	55,188
Fair value of shares issued as inducement for conversion of notes payable - related party		452,770
Modification cost of conversion feature of note payable		136,000
Changes in operating assets and liabilities:
Accounts receivable	735	18,509
Restricted cash		13,079
Prepaid expenses	(5,093)	16,339
Accounts payable	28,049	46,123
Accrued expenses	6,806	59,078
Accrued interest	83,346	75,143
Payroll tax liabilities	(238,718)	(92,260)
Deferred revenues	(41,270)	(70,202)
Net cash used in operating activities	(585,246)	(319,142)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable-related party	427,500	301,789
Proceeds from notes payable, related party	219,883
Payments on notes payable, related party		(2,500)
Net cash provided by (used in) financing activities	647,383	299,289
NET INCREASE (DECREASE) IN CASH	62,137	(19,853)
CASH AT BEGINNING OF PERIOD	60,953	52,762
CASH AT END OF PERIOD	123,090	32,909
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
NON CASH INVESTING AND FINANCING ACTIVITIES
Related party capital contribution on sale of assets offset to related party notes payable balance		670,000
Conversion of notes payable into common stock		1,775,434
Reclassification of customer deposit to accounts payable	$ 25,000

Nature of Business

Nature of Business	6 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Veritec, Inc. (Veritec) was formed in the State of Nevada on September 8, 1982. Veritec’s wholly owned subsidiaries include Vcode Holdings, Inc. (Vcode®) and Veritec Financial Systems, Inc. (VTFS) (collectively the “Company”). Nature of Business The Company is primarily engaged in the development, marketing, sales and licensing of products and rendering of professional services related to its mobile banking solutions. Prior to its sale on September 30, 2015, the Company was also focused on its proprietary two-dimensional matrix symbology (also commonly referred to as “two-dimensional barcodes” or “2D barcodes”). Mobile Banking Solutions In January 12, 2009, Veritec formed VTFS, a Delaware corporation, to bring its Mobile Banking Technology, products and related professional services to market. In 2009 through 2016, the Company has had agreements with various banks, including Security First Bank (terminated in October 2010), Palm Desert National Bank (which was later assigned to First California Bank and subsequently Pacific Western Bank that terminated in June 2013), and Central Bank of Kansas City (“CBKC”). Late in the fiscal year ended June 30, 2016, the relationship between CBKC and the Company ended and the Company is currently seeking a bank to sponsor its Prepaid Card programs (see below). As a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa branded card programs. As a Third-Party Servicer, Veritec provides back-end cardholder transaction processing services for Visa branded card programs on behalf of its sponsoring bank. The Company has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign pending patent applications. Barcode Technology (Sold September 30, 2015) The Company’s Barcode Technology was originally invented by the founders of Veritec and as a product identification system for identification and tracking of manufactured parts, components and products mostly in the liquid crystal display (LCD) markets and is ideal for secure identification documents, financial cards, medical records and other high security applications. Veritec developed software to send, store, display, and read Barcode Technology on a mobile phone. On September 30, 2015, the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property. The sale allows the Company to focus its efforts solely on its growing Mobile Banking Technology (See Note 7). Other On September 22, 2016, the Company announced that it has entered into a Non-Binding Letter of Intent (“LOI”) to acquire all of Flathead Bancorporation, Inc.’s (“FB”) issued and outstanding shares. FB is the majority owner of First Citizens Bank of Polson, Montana (“Citizens Bank”). If the Company is successful with its proposal to FB, the Company plans to use its mobile banking technology products and services with Citizens Bank. Under the proposed terms of the LOI, Veritec would acquire 9.9 percent of FB’s issued and outstanding shares for $320,000 at the closing date. Veritec plans to purchase the remaining 90.1 percent of FB’s outstanding common shares within three years of the closing date for $2,880,000. The transaction is subject to, among other things, Veritec being able to obtain funding and obtain regulatory approval from applicable banking authorities. The Company expects to complete this transaction by June 30, 2017. On January 17, 2016, Veritec Inc. (the “Company”) entered into an agreement with Vietnam Alliance Capital (“VAC”), which is domiciled in Vietnam, to form a joint venture (“JV’) to operate a debit card business in Vietnam. The JV will be named Veritec Asia. The Company will be a 30% member in the JV and VAC will be a 70% member in the JV. Pursuant to the agreement, the Company will grant a license of certain products to the JV, and provide certain technologies and technological support to the JV. VAC will manage, control, and conduct its day-to-day business and development activities. In addition VAC has agreed to raise all funds to capitalize the JV. As of December 31, 2016, the JV has not received funding and anticipates receipt of funding in fiscal year 2017.

Basis of Presentation

Basis of Presentation	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. The consolidated balance sheet information as of June 30, 2016 was derived from the Company’s audited consolidated financial statements as of and for the year ended June 30, 2016 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2016. These financial statements should be read in conjunction with that report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. The accompanying condensed consolidated financial statements include the accounts of Veritec, VCode, and VTFS. Inter-company transactions and balances were eliminated in consolidation.

Going Concern

Going Concern	6 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the six months ended December 31, 2016, the Company incurred a net loss of $284,920 and used cash in operating activities of $585,246, and at December 31, 2016, the Company had a working capital deficit of $3,394,962 and a stockholders’ deficiency of $3,501,842. In addition, as of December 31, 2016, the Company is delinquent in payment of $525,972 of its notes payable and $183,874 of its notes payable-related parties. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on our June 30, 2016 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going concern. The Company believes it will require additional funds to continue its operations through fiscal 2017 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company’s securities, generating sufficient sales revenue, implementing major cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock. The consolidated financial statements do not include any adjustments that may result from this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies	SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities, and assumptions used in valuing derivatives and stock-based compensation. Revenue Recognition Revenues from licenses and identification cards are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If the customer requests both license and hardware, the software is imported into the hardware and once the process is complete, the product is shipped, and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The Company, as a processor and a distributor, recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors. Fair Value of Financial Instruments Fair value measurements adopted by the Company are based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 - Unobservable inputs based on the Company's assumptions. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and current liabilities, including notes payable and convertible notes, approximate their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. At December 31, 2016, the Company’s condensed consolidated balance sheet included the fair value of derivative liabilities of $182,000, which was based on Level 2 measurements. At June 30, 2016, the Company did not have any derivative liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest inception date sequencing method to prioritize its convertible securities. At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate. Net Income (Loss) per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the three and six months ended December 31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At December 31, 2016, the Company’s Series H Preferred Stock, Convertible Notes Payable and Options were antidilutive because their exercise prices and conversion prices were out of the money. As of December 31, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. As of December 31, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 16,523,395 7,323,631 Options 2,500,000 2,510,000 Total 19,033,395 9,843,631 Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company did not have cash balances in excess of the guarantee during the six months ended December 31, 2016. Major Customers During the three months ended December 31, 2016, the Company had two customers that represented an aggregate of 71% (59% and 12%) of our revenue. During the three months ended December 31, 2015, the Company had three customers that represented an aggregate of 59% (24%, 19% and 16%) of our revenue. During the six months ended December 31, 2016, the Company had three customers that represented an aggregate of 71% (47%, 13%, and 10%) of our revenue. During the six months ended December 31, 2015, the Company had no customers that accounted for more than 10% of our revenue. Foreign Revenues During the three months ended December 31, 2016 and 2015, the Company had no foreign revenues. During the six months ended December 31, 2016, the Company had no foreign revenues. During the six months ended December 31, 2015, foreign revenues accounted for 45% (14% Taiwan, 12% China, and 19% others) of the Company’s total revenues. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the quarter beginning July 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Intangible Assets and Contingen

Intangible Assets and Contingent Earnout Liability	6 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Contingent Earnout Liability	NOTE 2 – INTANGIBLE ASSETS AND CONTINGENT EARNOUT LIABILITY On September 30, 2014, the Company acquired certain assets and liabilities of Tangible Payments LLC, a Maryland Limited Liability Company for an aggregate purchase price of $192,500, including an earnout payment of $155,000. The earnout payment is payable on a monthly basis from the net profits derived from the acquired assets commencing three months after the closing. From the date of the acquisition and up to December 31, 2016, there was no net profit derived from the acquired assets and accordingly, no payments were made on the earnout. The earnout payment is accelerated and the balance of the earnout payment shall be due in full at such time as Veritec receives equity investments aggregating $1.3 million. The Company assigned $192,500 of the purchase price to contract commitments which are amortized over a three year period. As of December 31, 2016 and June 30, 2016, the unamortized balance of contract commitments was $48,120 and $80,208, respectively. For the three and six months ended December 31, 2016 and 2015, the Company recorded $16,042 and $32,088, and $16,042 and $32,083, of amortization expense respectively, related to this intangible which is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations.

Notes Payable

Notes Payable	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Notes Payable	NOTE 3 – NOTES PAYABLE Notes payable Notes payable includes accrued interest and consists of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 (a) Convertible notes $ 200,385 $ 195,655 (b) Notes payable 361,465 352,729 Total notes-third parties $ 561,850 $ 548,384 (a) At June 30, 2016, convertible notes totaled $195,655. During the six months ended December 31, 2016, accrued interest of $4,730 was added to principal. At December 31, 2016, convertible notes totaled $200,385. The notes are unsecured, and interest accrues at rates ranging from 5% to 8% per annum. At December 31, 2016, $164,507 of the notes are in default, and are convertible at a conversion price of $0.30 per share into 548,356 shares of the Company’s common stock. The balance of $35,878 is due on demand, and is convertible at a conversion price of $0.08 per share into 448,475 shares of the Company’s common stock. (b) At June 30, 2016, notes payable totaled $352,729. During the six months ended December 31, 2016, accrued interest of $8,739 was added to principal. At December 31, 2016, the notes payable totaled $361,465. $327,185 of notes are secured by the Company’s intellectual property, and $34,280 of notes are unsecured. Interest accrues at rates ranging from 6.5% to 10% per annum. At December 31, 2016, the Company was in default on the notes totaling $361,465. Notes payable-related party Notes payable-related includes accrued interest and consists of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 (c) Convertible notes-The Matthews Group $ 1 ,136,489 $ 669,648 (d) Notes payable-The Matthews Group 454,407 216,648 (e) Convertible notes-other related 245,888 237,725 (f) Convertible notes-former officer — 360,190 Total notes-related party $ 1,836,784 $ 1,484,211 (c) The Matthews Group (see Note 7) is owned 50% by Ms. Van Tran, the Company’s CEO, and 50% by Larry Johanns, a significant shareholder of the Company. At June 30, 2016, convertible notes due to The Matthews Group totaled $669,648. During the six months ended December 31, 2016, $427,000 of convertible notes were issued to The Matthews Group, and accrued interest of $42,591 was added to principal. At December 31, 2016, convertible notes due to The Matthews Group totaled $1,136,489. The notes are unsecured, interest accrues at rates ranging from 8% to 10% per annum, and are due on demand. At December 31, 2016, the notes are convertible at a conversion price of $0.08 per share into 14,206,113 shares of the Company’s common stock. During the three and six months ended December 31, 2016, the market price on the date some of the notes were issued was in excess of the conversion price, and as a result the Company recorded a beneficial conversion feature on issuance of the notes of $8,750 and $16,250, respectively, which is included as interest expense . (d) At June 30, 2016, notes payable due to The Matthews Group totaled $216,648. During the six months ended December 31, 2016, $219,883 of notes payable were issued to The Matthews Group, and accrued interest of $17,876 was added to principal. At December 31, 2016, notes payable due to The Matthews Group totaled $454,407. The notes are unsecured, accrued interest at 10% per annum, and are due on demand. The notes were made in relation to a management services agreement with The Matthews Group (see Note 7). (e) At June 30, 2016, convertible notes due other related parties totaled $237,725. During the six months ended December 31, 2016, accrued interest of $8,163 was added to principal. At December 31, 2016 convertible notes due other related parties totaled $245,978. The notes are unsecured and accrue interest at rates ranging from 8% to 10% per annum. At December 31, 2016, $183,874 of the notes are in default, and the balance of $62,104 is due on demand. (f) On September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company. The individual had loaned the Company $250,000 in prior years and was also issued 500,000 shares of common stock for services. The Company alleged that the individual used the Company's intellectual property without approval. Under the terms of the settlement agreement, the individual agreed to relinquish a convertible note payable and unpaid interest aggregating $364,686, and return 500,000 shares of common stock previously issued to him. In turn, the Company agreed to release and discharge the individual against all claims arising on or prior to the date of the settlement agreement. The Company recorded a gain on the settlement of $364,686 in the accompanying condensed consolidated statement of operations for the six months ended December 31, 2016. As of December 31, 2016, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares.

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	NOTE 4 - DERIVATIVE LIABILITIES From time to time, the Company issues convertible notes payable with embedded conversion features and options to purchase common stock. Pursuant to the FASB authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, when there are insufficient authorized shares, the obligation for the exercise of the convertible instrument should be classified as a liability and measured at fair value. In December 2016, the Company determined that there were not sufficient authorized shares of common stock available for issuance upon conversion of certain of its convertible notes. As a result, in December 2016, the Company recorded a charge for the fair value of the derivative liabilities of $182,000. The conversion feature of the notes is re-measured at the end of every reporting period with the change in value reported in the consolidated statement of operations. The derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions: December 31, 2016 Conversion feature: Risk-free interest rate 0.07 % Expected volatility 99 % Expected life (in years) 1.2 years Expected dividend yield — Fair Value: Conversion feature $ 182,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company used its own historical stock’s volatility as the estimated volatility. The expected life of the conversion feature of the notes or options was based on the estimated remaining terms of the notes or options, or expected settlement date for notes due on demand or that have matured. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its holders of common stock in the past and does not expect to pay dividends to holders of its common stock in the future.

Stockholders' Deficiency

Stockholders' Deficiency	6 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholders' Deficiency	NOTE 5 - STOCKHOLDERS’ DEFICIENCY As of December 31, 2016 and June 30, 2016, 145,000 shares of common stock with an aggregate value of $12,500 have not been issued and are reflected as common shares to be issued in the accompanying condensed consolidated balance sheet.

Stock Options

Stock Options	6 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options	NOTE 6 – STOCK OPTIONS Stock Options A summary of stock options for the six months ended December 31, 2016 is as follows: Number of Shares Weighted-Average Exercise Price Outstanding at June 30, 2016 2,510,000 $ 0.08 Granted — $ 0.00 Forfeited (10,000 ) $ 0.08 Outstanding at December 31, 2016 2,500,000 $ 0.08 Exercisable at December 31, 2016 2,500,000 $ 0.08 At December 31, 2016, the Company had 2,500,000 of options outstanding and exercisable. The options expire in February, 2020, and are exercisable at $0.08 per share. There were no options granted during the six months ended December 31, 2016 and the Company recognized no stock-based compensation expense related to stock options during the three and six months ended December 31, 2016 and 2015, respectively. As of December 31, 2016, there was no remaining unrecognized compensation costs related to stock options, and the intrinsic value of these options was $50,000. Additional information regarding options outstanding as of December 31, 2016 is as follows: Options Outstanding at December 31, 2016 Options Exercisable at December 31, 2016 Range of Exercise Number of Shares Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $ 0.08 2,500,000 3.25 $ 0.08 2,500,000 $ 0.08 2,500,000 2,500,000 The weighted-average remaining contractual life of stock options outstanding and exercisable at December 31, 2016 is 3.25 years.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 7 – RELATED PARTY TRANSACTIONS The Matthews Group is owned 50% by Ms. Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company. The Company has relied on The Matthews Group for funding (see Notes 1 and 3). During the six months ended December 31, 2016, The Matthews Group loaned the Company $427,500 of convertible notes. At December 31, 2016, convertible notes of $1,136,489 are due The Matthews Group (see Note 3). The Company has a management services agreement with The Matthews Group to manage all facets of the Company’s previous barcode technology operations, on behalf of The Matthews Group, through May 30, 2017. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual benefits of the barcode operations. In consideration, the Company earns a fee of 20% of all revenues from the barcode technology operations. During the three and six months ended December 31, 2016, the Company recorded revenue related to this agreement of $52,430 and $75,330, respectively. Pursuant to the management services agreement, all cash flow (all revenues collected less direct costs paid) of the barcode technology operations is retained by the Company as proceeds from unsecured notes payable due The Matthews Group. During the six months ended December 31, 2016, cash flow loans of $219,883 were made to the Company at 10% interest per annum and due on demand. At December 31, 2016, cash flow loans of $454,407 are due to The Matthews Group (see Note 3). At various times throughout the Company’s history, the Company received various unsecured, non-interest bearing, due on demand advances from its Chief Executive Officer, Ms. Van Tran, a related party. The balances due Ms. Tran as of December 31, 2016 and June 30, 2016 were $96,110 and $96,110, respectively. These advances have been classified as accounts payable, related party on the accompanying condensed consolidated balance sheets. The Company leases its office facilities from Ms. Tran. For both the three and six months ended December 30, 2016 and 2015, rental payments to Ms. Van Tran totaled $12,750 and $25,500, respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 – SUBSEQUENT EVENTS On February 8, 2017, the Company agreed to acquire certain assets consisting mostly of intellectual property and certain existing contracts of Pacific Bell, Inc. Pacific Bell is engaged in developing WiFi/WiMAX solutions for users worldwide. The Company agreed to issue 2,000,000 restricted shares of the Company’s common stock valued at $200,000. The Company also entered into a five-year employment agreement with the Seller, for which the Company will pay a base salary and a performance bonus equal to 25% of Pacific Bell’s annual net income, as defined, up to $3,000,000.

Significant Accounting Polici19

Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities, and assumptions used in valuing derivatives and stock-based compensation.
Revenue Recognition	Revenue Recognition Revenues from licenses and identification cards are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If the customer requests both license and hardware, the software is imported into the hardware and once the process is complete, the product is shipped, and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The Company, as a processor and a distributor, recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value measurements adopted by the Company are based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 - Unobservable inputs based on the Company's assumptions. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and current liabilities, including notes payable and convertible notes, approximate their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. At December 31, 2016, the Company’s condensed consolidated balance sheet included the fair value of derivative liabilities of $182,000, which was based on Level 2 measurements. At June 30, 2016, the Company did not have any derivative liabilities.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest inception date sequencing method to prioritize its convertible securities. At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the three and six months ended December 31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At December 31, 2016, the Company’s Series H Preferred Stock, Convertible Notes Payable and Options were antidilutive because their exercise prices and conversion prices were out of the money. As of December 31, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. As of December 31, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 16,523,395 7,323,631 Options 2,500,000 2,510,000 Total 19,033,395 9,843,631
Concentrations	Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company did not have cash balances in excess of the guarantee during the six months ended December 31, 2016.
Major Customers	Major Customers During the three months ended December 31, 2016, the Company had two customers that represented an aggregate of 71% (59% and 12%) of our revenue. During the three months ended December 31, 2015, the Company had three customers that represented an aggregate of 59% (24%, 19% and 16%) of our revenue. During the six months ended December 31, 2016, the Company had three customers that represented an aggregate of 71% (47%, 13%, and 10%) of our revenue. During the six months ended December 31, 2015, the Company had no customers that accounted for more than 10% of our revenue.
Foreign Revenues	Foreign Revenues During the three months ended December 31, 2016 and 2015, the Company had no foreign revenues. During the six months ended December 31, 2016, the Company had no foreign revenues. During the six months ended December 31, 2015, foreign revenues accounted for 45% (14% Taiwan, 12% China, and 19% others) of the Company’s total revenues.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the quarter beginning July 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Significant Accounting Polici20

Significant Accounting Policies (Tables)	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of securities excluded from EPS calculation	As of December 31, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 16,523,395 7,323,631 Options 2,500,000 2,510,000 Total 19,033,395 9,843,631

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Notes Payable	Notes payable includes accrued interest and consists of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 (a) Convertible notes $ 200,385 $ 195,655 (b) Notes payable 361,465 352,729 Total notes-third parties $ 561,850 $ 548,384
Notes payable- related party	Notes payable-related includes accrued interest and consists of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 (c) Convertible notes-The Matthews Group $ 1 ,136,489 $ 669,648 (d) Notes payable-The Matthews Group 454,407 216,648 (e) Convertible notes-other related 245,888 237,725 (f) Convertible notes-former officer — 360,190 Total notes-related party $ 1,836,784 $ 1,484,211

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	6 Months Ended
	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule Of Derivative Liabilities	December 31, 2016 Conversion feature: Risk-free interest rate 0.07 % Expected volatility 99 % Expected life (in years) 1.2 years Expected dividend yield — Fair Value: Conversion feature $ 182,000

Stock Options (Tables)

Stock Options (Tables)	6 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock Options	A summary of stock options for the six months ended December 31, 2016 is as follows: Number of Shares Weighted-Average Exercise Price Outstanding at June 30, 2016 2,510,000 $ 0.08 Granted — $ 0.00 Forfeited (10,000 ) $ 0.08 Outstanding at December 31, 2016 2,500,000 $ 0.08 Exercisable at December 31, 2016 2,500,000 $ 0.08
Additional information regarding outstanding options	Additional information regarding options outstanding as of December 31, 2016 is as follows: Options Outstanding at December 31, 2016 Options Exercisable at December 31, 2016 Range of Exercise Number of Shares Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $ 0.08 2,500,000 3.25 $ 0.08 2,500,000 $ 0.08 2,500,000 2,500,000

Nature of Business (Details Nar

Nature of Business (Details Narrative) - USD ($)	Jun. 30, 2017	Sep. 22, 2016	Jan. 17, 2016
Flathead Bancorporation, Inc
Acquisition of shares	90.10%	9.90%
Value of shares acquired	$ 2,880,000	$ 320,000
Vietnam Alliance Capitlal, Joint Venture
Agreement for joint venture, membership			30.00%

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income (loss)	$ (427,678)	$ (282,894)	$ (284,920)	$ (1,077,759)
Cash used in operating activities			585,246	$ 319,142
Working capital deficit	3,394,962		3,394,962
Stockholders' deficiency	(3,501,842)		(3,501,842)		$ (3,233,172)
Note payable obligations - in default	525,972		525,972
Note payable - related parties obligations - in default	$ 183,874		$ 183,874

Significant Accounting Polici26

Significant Accounting Policies - Summary of securities excluded from EPS calculation (Details) - shares	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Series H Preferred Stock	10,000	10,000
Convertible Notes Payable	16,523,395	7,323,631
Options	2,500,000	2,510,000
Total	19,033,395	9,843,631

Significant Accounting Polici27

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Fair value of derivative liabilities	$ 182,000		$ 182,000
Federal Deposit Insurance Corporation, amount	$ 250,000		$ 250,000
Foreign revenues			45.00%	45.00%
Taiwan
Foreign revenues			14.00%	14.00%
China
Foreign revenues			12.00%	12.00%
Other
Foreign revenues			19.00%	19.00%
Customer 1
Sales percentage from major customers	59.00%	24.00%	47.00%
Customer 2
Sales percentage from major customers	12.00%	19.00%	13.00%
Customer 3
Sales percentage from major customers		16.00%	10.00%

Intangible Assets and Conting28

Intangible Assets and Contingent Earnout Liability (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2014	Dec. 31, 2016	Jun. 30, 2016
Unamortized balance of contract commitments				$ 48,120	$ 80,208
Amortization expense	$ 16,042	$ 16,042
Tangible Payments LLC
Aggregate purchase price			$ 192,500
Earnout Payment			155,000
Equity investments received			1,300,000
Contract commitments			$ 192,500

Notes Payable - Notes Payable (

Notes Payable - Notes Payable (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Debt Disclosure [Abstract]
Convertible notes payable	$ 200,385	$ 195,655
Notes payable	361,465	352,729
Total Notes payable	$ 561,850	$ 548,384

Notes Payable - Notes Payable R

Notes Payable - Notes Payable Related Party (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Notes Payable Related Party	$ 1,836,784	$ 1,484,211
Matthews Group
Convertible Notes, Related Party	1,136,489	669,648
Notes Payable Related Party	454,407	216,648
Other
Convertible Notes, Related Party	245,888	237,725
Former Officer
Convertible Notes, Related Party	$ 360,190

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2016	Sep. 21, 2016	Jun. 30, 2016
Interest rate	10.00%	10.00%	10.00%		10.00%
Beneficial conversion feature	$ 8,750		$ 16,250
Convertible note relinquished		$ 364,686
Common stock returned				500,000
Gain on Settlement		$ 364,686
Convertible Notes Payable
Notes payable					$ 195,655
Recorded increase on interest			$ 4,730
Interest rate	10.00%	10.00%	10.00%		10.00%
Notes in Default	$ 164,507	$ 164,507	$ 164,507
Balance due on demand	35,878	35,878	35,878
Converted shares of common stock, value	448,475	448,475	448,475
Convertible Notes Payable | Matthews Group
Notes payable	$ 1,136,489	$ 1,136,489	$ 1,136,489		$ 669,648
Interest rate	10.00%	10.00%	10.00%		10.00%
Converted shares of common stock, value	$ 14,206,113	$ 14,206,113	$ 14,206,113
Conversion price	$ 0.08	$ 0.08	$ 0.08
Convertible Notes Payable | Other Related Parties
Notes payable	$ 245,978	$ 245,978	$ 245,978		$ 237,725
Recorded increase on interest			$ 8,163
Interest rate	8.00%	8.00%	8.00%		8.00%
Notes in Default	$ 183,874	$ 183,874	$ 183,874
Balance due on demand	62,104	62,104	62,104
Converted shares of common stock, value	$ 612,913	$ 612,913	$ 612,913
Conversion price	$ 0.30	$ 0.30	$ 0.30
Notes Payable
Notes payable	$ 361,465	$ 361,465	$ 361,465		$ 352,729
Recorded increase on interest			8,739
Notes in Default	361,465	361,465	361,465
Notes Payable | Intellectual Property
Notes payable	327,185	327,185	327,185
Notes Payable | Unsecured
Notes payable	34,280	34,280	34,280
Matthews Group
Notes payable	$ 454,407	$ 454,407	454,407		$ 216,648
Recorded increase on interest			$ 17,876
Interest rate	10.00%	10.00%	10.00%		10.00%
Ownership by CEO and Significant Stockholder			50.00%
Notes issued			$ 219,883
Matthews Group | Convertible Debt
Recorded increase on interest			42,591
Notes issued			427,000
$0.10 per share
Notes payable	$ 23,505	$ 23,505	23,505
Converted shares of common stock, value	235,050	235,050	235,050
$0.08 per share
Notes payable	38,599	38,599	38,599
Converted shares of common stock, value	$ 472,488	$ 472,488	$ 472,488

Derivative Liabilities - Schedu

Derivative Liabilities - Schedule Of Derivative Liabilities (Details) - USD ($)	6 Months Ended
	Dec. 31, 2016	Jun. 30, 2016
Conversion feature:
Risk-free interest rate	0.07%
Expected volatility	99.00%
Expected life (in years)	1 year 2 months
Expected dividend yield
Fair Value:
Conversion feature	$ 182,000

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities	$ 182,000

Stockholders Deficiency (Detail

Stockholders Deficiency (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Common stock issued		145,000
Common stock issued		$ 12,500	$ 2,100
Consulting Agreement
Common stock issued	145,000
Common stock issued	$ 12,500

Stock Options - Summary of Stoc

Stock Options - Summary of Stock Options (Details)	6 Months Ended
	Dec. 31, 2016$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Beginning number of shares; outstanding | shares	2,510,000
Beginning weighted-average exercise price; outstanding | $ / shares	$ .08
Options Granted | shares	2,500,000
Options granted, weighted average exercise price | $ / shares	$ 0
Options Forfeited | shares	(10,000)
Options Forfeited, weighted average exercise price | $ / shares	$ .08
Ending number of shares; outstanding | shares	2,500,000
Ending weighted-average exercise price; outstanding | $ / shares	$ .08
Number of Shares; exercisable | shares	2,500,000
Weighted-average exercise price; exercisable | $ / shares	$ .08

Stock Options - Additional info

Stock Options - Additional information regarding outstanding options (Details)	6 Months Ended
	Dec. 31, 2016$ / sharesshares
Options outstanding, shares | shares	2,500,000
Weighted average remaining contractual life	3 years 4 months
Weighted average exercise price	$ .08
Options excercisable | shares	2,500,000
Options exercisable, weighted average exercise price	$ .08
Min
Weighted average exercise price	.08
Max
Weighted average exercise price	$ .08

Stock Options (Details Narrativ

Stock Options (Details Narrative)	6 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options granted | shares	2,500,000
Weighted average exercise price | $ / shares	$ .08
Intrinsic value of options | $	$ 50,000
Weighted average remaining contractual life	3 years 4 months

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	3 Months Ended		6 Months Ended
	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Jun. 30, 2016USD ($)
Other revenue, related party	$ 52,430	$ 21,968	$ 75,330	$ 21,968
Cash flow loans	$ 219,883		$ 219,883
Cash flow loans, interest	10.00%		10.00%		10.00%
Accounts payable, related party	$ 96,110		$ 96,110		$ 96,110
Rental payments	12,750	$ 12,750	$ 25,500	$ 25,500
Management Agreement
Managament fee, percent of revenue			0.20
Matthews Group
Convertible notes loaned to Company	427,500		$ 427,500
Convertible Notes due to related party	1,136,489		1,136,489
Cash flow loans	$ 454,407		$ 454,407
Larry Johanns
Ownership of TMG	50.00%		50.00%
Accounts payable, related party	$ 96,110		$ 96,110
Van Tran
Ownership of TMG	50.00%		50.00%
Accounts payable, related party	$ 96,110		$ 96,110

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	1 Months Ended
	Feb. 08, 2017USD ($)shares
Subsequent Events [Abstract]
Restricted shares issued | shares	2,000,000
Restricted shares issued, value | $	$ 200,000
Employment agreement terms	The Company also entered into a five-year employment agreement with the Seller, for which the Company will pay a base salary and a performance bonus equal to 25% of Pacific Bell’s annual net income, as defined, up to $3,000,000.