Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | IMAGING DIAGNOSTIC SYSTEMS INC /FL/ | |
Entity Central Index Key | 790,652 | |
Trading Symbol | IMDS | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 120,641,250 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Current assets: | ||
Cash | $ 118,491 | $ 271,540 |
Due from related party | 152,945 | 34,853 |
Royalty receivable | 14,502 | 21,753 |
Other receivable | 11,965 | 850 |
Prepaid expenses | 20,787 | 22,750 |
Total current assets | 318,690 | 351,746 |
Property and equipment, net | 25,229 | 27,178 |
Total assets | 343,919 | 378,924 |
Current liabilities: | ||
Accounts payable and accrued expenses | 135,893 | 69,756 |
Accrued payroll taxes and penalties | 314,019 | 314,019 |
Short term debt-related parties | 300,000 | 0 |
Convertible Preferred Series L | 366,451 | 361,914 |
Total current liabilities | 1,116,363 | 745,689 |
Total liabilities | 1,116,363 | 745,689 |
Commitment and Contingencies (Note 15) | ||
Stockholders' (Deficit): | ||
Preferred stock, no par, 2,000,000 authorized Convertible preferred stock, Series M, 600 designated 0 and 591 shares issued and outstanding at September 30, 2018 and June 30, 2018, respectively | 7,589,173 | |
Common stock, no par value, 500,000,000 authorized , 120,641,250 and 33,597,241 shares issued and outstanding at September 30, 2018 and June 30, 2018, respectively | 123,962,797 | 118,052,797 |
Additional paid-in capital | 7,055,382 | 7,055,382 |
Accumulated Deficit | (131,790,623) | (133,064,117) |
Total stockholders' (Deficit) | (772,444) | (366,765) |
Total liabilities and stockholders' (Deficit) | $ 343,919 | $ 378,924 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Jun. 30, 2018 |
Preferred Stock, par value | ||
Preferred Stock, shares authorized | 2,000,000 | 2,000,000 |
Common Stock, par value | ||
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 120,641,250 | 33,597,241 |
Common Stock, shares outstanding | 120,641,250 | 33,597,241 |
Series M Preferred stock [Member] | ||
Preferred stock, designated | 600 | 600 |
Preferred Stock, shares issued | 0 | 591 |
Preferred Stock, shares outstanding | 0 | 591 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Sales, related party | $ 137,787 | $ 15,158 |
Service revenue | 5,375 | |
Total Revenue | 137,787 | 20,533 |
Cost of Sales | 63,426 | 215 |
Gross Profit | 74,361 | 20,318 |
Operating Expenses: | ||
General and administrative | 294,818 | 217,037 |
Salaries and wages | 140,330 | 156,903 |
Research and development | 34,656 | 18,402 |
Sales and marketing | 507 | 9,162 |
Depreciation and amortization | 1,949 | 1,948 |
Total Operating Expenses | 472,260 | 403,452 |
Operating Loss | (397,899) | (383,134) |
Other Income (expense) | ||
Interest income | 15 | 3 |
Other Income | 30 | 7,931 |
Interest expense | (3,288) | (43,955) |
Total Other Income (Expense) | (3,243) | (36,021) |
Net Loss | (401,142) | (419,155) |
Preferred Stock Dividends | (4,537) | (139,285) |
Net Loss Available to Common Stockholders' | $ (405,679) | $ (558,440) |
Net Loss per common share: | ||
Basic and diluted | $ (0.03) | |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 84,688,285 | 21,774,511 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' (Deficit) - 3 months ended Sep. 30, 2018 - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 30, 2018 | $ 7,589,173 | $ 118,052,797 | $ 7,055,382 | $ (133,064,117) | $ (366,765) |
Beginning balance, shares at Jun. 30, 2018 | 591 | 33,597,241 | |||
Conversion Viable Series M Cv Preferred to common stock | $ (5,910,000) | $ 5,910,000 | |||
Conversion Viable Series M Cv Preferred to common stock, shares | (591) | 87,044,089 | |||
Adjustment to correct number of common shares | (80) | ||||
Cummulative Dividend on Series M CV Preferred | $ (1,679,173) | 1,679,173 | |||
Cummulative Dividend on Series L CV Preferred | (4,537) | (4,537) | |||
Net loss | (401,142) | (401,142) | |||
Ending balance at Sep. 30, 2018 | $ 123,962,797 | $ 7,055,382 | $ (131,790,623) | $ (772,444) | |
Ending balance, shares at Sep. 30, 2018 | 120,641,250 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (401,142) | $ (419,155) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,949 | 1,948 |
Changes in assets and liabilities: | ||
(Increase) decrease in due from related party | (118,092) | (40,158) |
(Increase) decrease in royalty receivable | 7,251 | |
(Increase) decrease in other receivables | (11,115) | |
(Increase) decrease in prepaid expenses | 1,963 | 2,535 |
Increase (decrease) in accounts payable and accrued expenses | 66,137 | 109,632 |
Increase (decrease) in accrued payroll taxes and penalties | (22,000) | |
Total adjustments | (51,907) | 51,957 |
Net cash used in operating activities | (453,049) | (367,198) |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from loan payable | 300,000 | |
(Repayment) of loan payable | (128,000) | |
Proceeds from common stock subscription deposits | 300,000 | |
Net cash provided by financing activities | 300,000 | 172,000 |
Net decrease in cash and cash equivalents | (153,049) | (195,198) |
Cash and cash equivalents at beginning of period | 271,540 | 199,044 |
Cash and cash equivalents at end of period | 118,491 | 3,846 |
Supplemental Disclosure of cash flow information: | ||
Cash paid during the year for interest | 2,918 | |
Cash paid during the year for taxes |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | (1) ORGANIZATION AND NATURE OF BUSINESS Imaging Diagnostic Systems, Inc. ("the Company" or "IDSI") is a medical technology company that has developed a new, non-invasive CT scanner called CTLM® that uses a laser beam in place of ionizing X-ray for breast imaging. This technology is called Diffuse Optical Tomography. The CTLM® will provide an adjunctive imaging modality to other methods of imaging the breast such as X-ray mammography, MRI and ultrasound. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Sep. 30, 2018 | |
Going Concern and Management's Plans [Abstract] | |
GOING CONCERN AND MANAGEMENT'S PLANS | (2) GOING CONCERN AND MANAGEMENT'S PLANS The accompanying financial statements are prepared assuming the Company will continue as a going concern. As of September 30, 2018, the Company had an accumulated deficit of $131,790,623, a stockholders' deficit of $772,444, and a working capital deficiency of $797,673. For the three months ended September 30, 2018, net loss totaled $401,142. The net cash used in operating activities for the three months ended September 30, 2018 totaled $453,049. These matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these financial statements are issued. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. Finally, there can be no assurance that we will obtain FDA marketing or China FDA (CFDA) or other new international marketing clearances, that the CTLM® will achieve market acceptance or that sufficient revenues will be generated from sales of the CTLM® to allow us to operate profitably. If our majority shareholder Viable International Investments, LLC ("Viable") fails to continue funding, the Company would be materially adversely affected and may have to cease operations due to a lack of funding. These matters affect the Company's liquidity profile, and management's plans in those regards are discussed in the paragraphs that follow. For the remainder of fiscal year 2019, we anticipate that losses from operations will continue until we obtain marketing clearance through CFDA and begin to generate revenues through the sales of CTLM® systems in China. These losses will be primarily due to an anticipated increase in marketing, manufacturing and operational expenses associated with the international commercialization of the CTLM®, expenses associated with our CFDA and FDA approval processes, and the costs associated with advanced product development activities. The Company is currently focused on obtaining marketing clearance of its CTLM® Breast Imaging System through the CFDA in China. The PMA process for U.S. marketing clearance is expected to take much longer than the Chinese process. Sales in China are expected to commence in the second half of fiscal 2019. No sales in the U.S. are expected in fiscal 2019. The Company has received the CE Mark which would allow it to sell its CTLM® System in the European Union and other countries that recognize the CE Mark; however, the Company does not expect material sales in Europe until it received U.S. marketing clearance. The Company's ability to continue as a going concern and its future success is dependent upon its ability to raise additional capital in the near term to: (1) satisfy its current obligations, (2) continue its research and development efforts, and (3) successfully develop, market, and sell its products. The Company believes that it will be able to complete the necessary steps in order to meet its cash flow requirements throughout fiscal 2019 and continue its development and commercialization efforts. However, there can be no assurance that IDSI will generate sufficient revenue to provide positive cash flows from operations or that sufficient capital will be available, when required, to permit the Company to realize its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and use of estimates The financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Such estimates and assumptions also include the valuations of certain financial instruments, stock-based compensation, deferred tax assets, the outcome of litigation and tax matters, and other matters that affect the statements of financial condition and related disclosures. Actual results could differ materially from these estimates. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2018, contained in our General Form for Registration of Securities of Form 10 as filed with the Securities and Exchange Commission (the “Commission”) on August 28, 2018, as amended on October 5, 2018. The results of operations for the three months ended September 30, 2018, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2019. (b) Revenue recognition As of July 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The Company sells medical imaging products, parts, and services where permitted to independent distributors and in certain unrepresented territories directly to end-users. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue. (c) Allowance for doubtful accounts In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the distributor, we will make our best estimate of probable or potential losses in our accounts receivable balance using the allowance method for each quarterly period. Management will review the receivables at the end of each fiscal year and the appropriate allowance will be made based on current available evidence and historical experience. Our allowance for doubtful accounts was $-0- as of September 30, 2018 and June 30, 2018. (d) Cash and cash equivalents Holdings of highly liquid investments with original maturities of three months or less and investment in money market funds are considered to be cash equivalents by the Company. There were no cash equivalents at September 30, 2018 and June 30, 2018. (e) Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit of $250,000. At September 30, 2018 and June 30, 2018, the Company had $0 and $0 in excess of the federally insured limit. For the three months ended September 30, 2018 and September 30, 2017, the Company had the following 10 percent or greater concentrations of revenue with its customers: September 30, September 30, Xi’an IDI Laser Image 100 % 74 % All other 0 % 26 % Total 100 % 100 % (f) Inventory Inventories, consisting principally of raw materials, work-in-process (including completed units under testing), finished goods and units placed on consignment, are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. Work-in-process includes completed units undergoing final inspection and testing. The Company periodically reviews the value of items in inventory and records write-downs or write-offs based on its assessment of slow moving or obsolete inventory. The Company maintains a reserve for obsolete inventory and generally makes inventory value adjustments against the reserve. (g) Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line methods over the estimated useful lives of the related assets. Expenditures for renewals and betterments which increase the estimated useful life or capacity of the asset are capitalized; expenditures for repairs and maintenance are expensed when incurred. (h) Research and development Research and development expenses consist principally of expenditures for equipment and outside third-party consultants, raw materials which are used in testing and the development of the Company's CTLM® device or other products and product software. The non-payroll related expenses include testing at outside laboratories, parts associated with the design of initial components and tooling costs, and other costs which do not remain with the developed CTLM® device. (i) Net loss per share The Company relies on the guidance provided by ASC 260, (“Earnings per Share”), which requires the reporting of both basic and diluted earnings per share. Basic net loss per share is determined by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted into common stock, as long as the effect of their inclusion is not anti-dilutive. The Company had 4,811,610 and 4,811,610 options vested as of September 30, 2018 and June 30, 2018, respectively. (j) Stock-based compensation The Company relies on the guidance provided by ASC 718, (“Share Based Payments”). ASC 718 requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. For the three months ended September 30, 2018 and 2017, no stock options were granted to employees and consultants. Stock options are being expensed pursuant to ASC 718. The fair value concepts were not changed significantly in ASC 718; however, in adopting this Standard, companies were given the option to choose among alternative valuation models and amortization assumptions. We elected to continue to use the Black-Scholes option pricing model and expense the options as compensation over the requisite service period of the grant. We will reconsider use of the Black-Scholes model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model. See (15) Stock Options. (k) Long-lived assets The Company relies on the guidance provided by ASC 360 (“Property, Plant & Equipment”). ASC 360 requires companies to write down to estimated fair value long-lived assets that are impaired. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In performing the review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized. The Company has determined that no impairment losses need to be recognized through the three months ended September 30, 2018 and 2017. (l) Income taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax positions. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of the date these financials were available to be issued, tax years ended June 30, 2015-2018 are still potentially subject to audit by the taxing authorities. (m) Warranty reserve The Company warrants all products and parts supplied for a period of 12 months from the date of installation or 15 months from the date the products was/were shipped from IDSI, whichever occurs first. The table below reflects the warranty reserve established for the three months ended September 30, 2018 and the fiscal year ended June 30, 2018. Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Based on the Company’s experience, the warranty reserve was estimated based on the replacement cost of the laser and certain electronic parts. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The following warranty reserve balances are included in accounts payable and accrued expenses. September 30, June 30, Warranty reserve $ 6,411 $ 6,411 (n) Impact of recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted including adoption in an interim period. The Company has not elected to early adopt and is currently evaluating the impact the adoption of this new standard will have on its financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” ASU 2018-07 aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, “Equity – Equity-based Payments to Nonemployees.” It is effective for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. (o) Fair Value of Financial Instruments The carrying values of cash and cash equivalents, receivables, accounts payable, short-term debt and accrued liabilities approximated their fair values due to the short maturity of these instruments. After a review of our accounts receivable, the Company has not recorded an allowance for doubtful accounts. The fair value of the Company’s debt obligations is estimated based on the quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. At September 30, 2018 and June 30, 2018, the aggregate fair value of the Company’s debt obligations approximated its carrying value. The Company relies upon the guidance of ASC 820 (“Fair Value Measurements and Disclosures”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly, transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. |
Revenue
Revenue | 3 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | (4) REVENUE The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue. The adoption of ASC 606 resulted in an immaterial impact to specific financial statement line items of the Company’s unaudited Statements of Operations during the three months ended September 30, 2018 and 2017 As of July 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on its financial statements. The Company expects that the impact to net income of the new standard will be immaterial on an ongoing quarterly and annual basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Information about the Company’s net sales by reporting segment for the three months ended September 30, 2018 and 2017 is as follows: For the three months ended September 30, September 30, 2018 2017 Sales-parts $ 137,787 $ 15,158 Service revenue - 5,375 Net sales $ 137,787 $ 20,533 |
Due from Related Party
Due from Related Party | 3 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
DUE FROM RELATED PARTY | (5) DUE FROM RELATED PARTY On March 22, 2018, the Board of Directors approved the execution of two agreements with Xi’an IDI Laser Image Ltd. (“Xi’an”) of China, an affiliated Company of IDSI. The agreements are a Know How Transfer Contract and a CTLM Know How Confidentiality Agreement. The contract, having a term of 20 years, stipulates that Xi’an will pay IDSI a know how transfer fee of 25% of revenue for CTLM product sales in their territory. The Company also sells inventory parts or acquires parts from third parties on behalf of Xi’an. For the three months ended September 30, 2018 and 2017, such sales totaled $137,787 and $15,158, respectively. As of September 30, 2018 and June 30, 2018, the Company has receivables from related parties of $152,945 and $34,853, respectively as a result of sales of inventory parts or acquisition of parts from third parties on behalf of Xi’an. On October 26, 2018, the Company received a payment of $30,206 which settled all invoices prior to June 30, 2018. Xi’an and Viable have common ownership hence these transactions are considered related party transactions. |
Royalty Receivable
Royalty Receivable | 3 Months Ended |
Sep. 30, 2018 | |
Royalty Receivable [Abstract] | |
ROYALTY RECEIVABLE | (6) ROYALTY RECEIVABLE On June 16, 2006, the Company entered into a Royalty Agreement with Bioscan Inc. whereby the Company established a licensing relationship with Bioscan which granted Bioscan an exclusive sublicensable, royalty-bearing license to make, use, offer for sale, import and otherwise develop and commercialize products in its territory. Bioscan Inc. was subsequently purchased by TriFoil Imaging. During the three months ended September 30, 2018, there was no royalty income, however the Company received a royalty payment of $7,251, leaving a remaining $14,502 balance of royalty receivable. |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | (7) INVENTORIES Inventories consisted of the following: September 30, June 30, 2018 2018 Raw materials consisting of purchased parts, components and supplies $ 387,866 $ 415,262 Work-in process including units undergoing final inspection and testing 52,500 52,500 Finished goods 15,000 15,000 Total Inventory $ 455,366 $ 482,762 Inventory Reserve (455,366 ) (482,762 ) Net Inventory $ - $ - Due to the age of the inventory, lack of demand for parts and lack of sales the Company has booked a reserve for the entire value of its inventory as of June 30, 2018. For the three months ended September 30, 2018, reduction of inventory represents items that were sold from inventory held. In addition, the Company purchased approximately $63,000 of inventory parts which was recorded as cost of sales. The company sold those parts to Xi’an (see note 5). |
Property and Equipment
Property and Equipment | 3 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | (8) PROPERTY AND EQUIPMENT The following is a summary of property and equipment, less accumulated depreciation: September 30, June 30, Useful life Furniture and Fixtures $ 261,011 $ 261,011 5 years Computers and Equipment 370,704 370,704 5 years Third Party Software 10,291 10,291 5 years Clinical Equipment 15,000 15,000 5 years Total Property & Equipment $ 657,006 $ 657,006 Less: accumulated depreciation (631,777 ) (629,828 ) Total Property & Equipment - Net $ 25,229 $ 27,178 Depreciation expense for the three months September 30, 2018 and 2017 was $1,949 and $1,948 respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | (9) ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2018, and June 30, 2018, accounts payable and accrued expenses totaled $135,893 and $69,756 of which consists of accounts payable of $88,503 and $2,308, warranty reserve of $6,411 and $6,411, and other accrued expenses of $40,979 and $61,037, respectively. During the year ended June 30, 2018 the Company settled various accounts payable and accrued expenses with vendors or wrote-off old accounts payables due to the expiration of the statute of limitation resulting in write-offs of accounts payable and accrued expenses of $44,611. During the year ended June 30, 2018, the Company issued restricted common shares for settlement of $20,000 of accrued salaries and $190,000 of accounts payable. |
Accrued Payroll Taxes and Penal
Accrued Payroll Taxes and Penalties | 3 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED PAYROLL TAXES AND PENALTIES | (10) ACCRUED PAYROLL TAXES AND PENALTIES As of September 30, 2018, and June 30, 2018, the Company owes the IRS $314,019 and $314,019, respectively. Accrued payroll taxes represent unfunded payroll taxes, interest and penalties commencing with the quarter ending March 31, 2010. As part of new management’s restructuring plan, the Company received funds from an accredited investor to be able to make a payment to pay off the payroll tax portion of the amount owed to the IRS. The Company engaged tax counsel to manage the settlement and payment. On June 27, 2018, the IRS provided counsel with a payoff calculation table indicating that the balance of taxes due was $381,224. On June 29, 2018, Viable International Investments LLC provided a bank check in that amount to counsel and they sent the check to the IRS with a letter requesting penalty and interest abatement. The amount due at September 30, 2018 of $314,019 represents the interest and penalty. The Company has formally asked the IRS to abate all remaining interest and penalties of $314,019. The IRS is considering the request. |
Short-Term Debt-Related Parties
Short-Term Debt-Related Parties | 3 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEBT-RELATED PARTIES | (11) SHORT-TERM DEBT-RELATED PARTIES The following table is a summary of the outstanding note balance as of September 30, 2018 and June 30, 2018. Noteholder Interest Rate Maturity Date September 30, June 30, Related parties debt: Erhfort, LLC 15% 8/8/2019 $ 100,000 $ -0- Erhfort, LLC 15% 9/12/2019 100,000 -0- Qing Wang 15% 9/21/2019 100,000 -0- Total Related Party Debt $ 300,000 $ -0- Erhfort, LLC and Qing Wang both own common stock in the Company hence are considered related parties. During the year ended June 30, 2018, the Company issued restricted common shares to Viable as settlement of $200,000 of debt. On April 27, 2018, the Company paid Redwood Management $63,500 as settlement of debt plus $1,000 late payment fee. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | (12) CONVERTIBLE PREFERRED STOCK The following schedule reflects the number of shares of preferred stock that have been issued, converted and are outstanding as of September 30, 2018: Security Date No. of Amount Date of No. of Amount Balance Series M Cv Pfd 8/1/2014 250 $ 2,500,000 4/18/2017 6 $ 60,000 11/21/2017 3 30,000 8/7/2018 241 2,410,000 $ -0- Series M Cv Pfd 8/31/2015 200 2,000,000 8/7/2018 200 2,000,000 -0- Series M Cv Pfd 4/22/2016 150 1,500,000 8/7/2018 150 1,500,000 -0- Total 600 $ 6,000,000 $ 6,000,000 $ -0- Accrued Dividends -0- $ -0- Series L Cv Pfd 2/10/2010 35 $ 350,000 1/6/2011 15 $ 150,000 $ 200,000 Accrued Dividends 166,451 $ 366,451 Series L Convertible Preferred Stock On March 31, 2010, a private investor converted a $350,000 short-term promissory note into 35 shares of Series L Convertible Preferred Stock. The original purchase price/stated value is $10,000 per share and dividends accrue at an annual rate of 9%. The preferred stock is convertible into 474 shares of common stock for each share of preferred stock. On January 6, 2011, the private investor converted 15 shares of Series L Convertible Preferred Stock representing a principal value of $150,000. After the conversion, the private investor held 20 shares representing a principal value of $200,000. The remaining principal value of $200,000 is presented on the balance sheet as a current liability since it is mandatorily redeemable. At September 30, 2018 and June 30, 2018, the balance of cumulative dividends owed to the investor which is included in redemption value was $166,451 and $161,914, respectively. The remaining principal value of $200,000 plus the cumulative dividend are presented on the balance sheet as a current liability of $366,451 as of September 30, 2018 and $361,914 as of June 30, 2018. Series M Convertible Preferred Stock The Company, during the fiscal year ending June 30, 2015, sold Series M Convertible Preferred Stock to Viable International Investments, LLC, a Florida limited liability company, ("Viable"). The original purchase price/stated value of each share of Series M Preferred Stock was $10,000 and Viable was be entitled to receive cumulative dividends at the fixed rate of 9% of the stated value per share per annum. The first tranche of the private placement sale of 250 shares of convertible preferred stock was made pursuant to a Securities Purchase Agreement (the "Agreement") dated June 27, 2014 between the Company and Viable. The Agreement stipulated the payment of a $100,000 non-refundable deposit which was paid on June 27, 2014 and applied to the purchase price on the first closing date, August 4, 2014. At the first closing, $2,400,000 was paid by Viable to purchase 250 shares of convertible preferred stock which provided a 78.9% voting and economic interest in the Company's capital stock representing a change in control of the Company. Because of delays in restructuring the Company and executing its business plan, Viable was unable to convert its Series M Convertible Preferred Stock into Common Stock according to its timeline. On June 1, 2016, Viable presented the Company with a waiver that permanently waived its rights under Section 3 – Redemption at Holder's Option of the Certificate of Designations of the Series M Preferred Stock. Therefore, the Company reclassified the Series M Preferred Shares to permanent equity from temporary equity on June 1, 2016. Viable, at its option, deviated from the stipulated payment schedules and purchased 200 Series M shares for $2,000,000 on August 31, 2015, and 150 Series M shares for $1,500,000 on April 22, 2016, which completed all of the payments required pursuant to the Agreement. The Series M dividends were payable at the Company's option in cash or common stock. Accordingly, after the reclassification of Series M from temporary equity to permeant equity the Company has continued to accrue the dividend as a charge to retained earnings and a credit to preferred stock Series M in permanent equity. Upon conversion of the remaining 591 Series M shares to common stock on August 7, 2018, the accrued dividends were forfeited and reversed to retained earnings as the Company does not have any further obligations for payment of such accrued dividends. At September 30, 2018 and June 30, 2018, the balance of cumulative dividends owed to the investor which is included in redemption value was $0 and $1,679,173, respectively. On November 21, 2017, Viable exercised its right to convert three shares of its Series M Convertible Preferred Stock valued at $30,000 into 441,848 shares of restricted common stock. Subsequent to the conversion, Viable sold a total of 392,157 restricted common shares to three accredited investors in China and retained 49,691 restricted common shares for its portfolio. The underlying Series M Convertible Preferred Stock held by Viable was issued with a restrictive legend pursuant to Rule 144 because the shares were not registered. Any conversions to common stock would also be issued with a restrictive legend pursuant to Rule 144. On April 18, 2017, Viable exercised its right to convert six shares of its Series M Convertible Preferred Stock valued at $60,000 into 883,696 shares of restricted common stock. Subsequent to the conversion, Viable sold a total of 872,787 restricted common shares to three accredited investors in China and retained 10,909 restricted common shares for its portfolio. The underlying Series M Convertible Preferred Stock held by Viable was issued with a restricted legend pursuant to Rule 144 because the shares were not registered. Any conversions to common stock would also be issued with a restricted legend pursuant to Rule 144. On August 7, 2018, Viable converted its remaining 591 shares Series M Convertible Preferred Stock into 87,044,089 shares of restricted common stock . |
Common Stock
Common Stock | 3 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
COMMON STOCK | (13) COMMON STOCK On July 12, 2018, the majority shareholder of the Company, Viable International Investments, LLC delivered a written request to effect a one-for-1000 reverse stock split in the form of a Written Consent of the Majority Shareholder of Imaging Diagnostic Systems, Inc. The Board of Directors of the Corporation believed it to be in the best interest of the Corporation and recommended that the stockholders approve a one-for-1000 reverse stock split of the Corporation’s issued and outstanding shares of Common Stock and a decrease in the amount of shares of Common Stock authorized to be issued from 40,000,000,000 shares to 500,000,000 shares. After receiving stockholder approval by majority written consent, the Company filed amended and restated Articles of Incorporation with the Florida Secretary of State on July 12, 2018 to record this action. The reverse stock split became effective July 27, 2018. The Company has retroactively adjusted its financial statements for the effect of the reverse stock split. The Company has 500,000,000 of common shares no par value authorized and 2,000,000 of no par preferred shares authorized. During the three months ended September 30, 2018, the Company issued a total of 87,044,089 shares of its common stock. On August 7, 2018, Viable exercised its right to convert the remaining 591 shares of its Series M Convertible Preferred Stock valued at $5,910,000 into 87,044,089 shares of restricted common stock. The underlying Series M Convertible Preferred Stock held by Viable was issued with a restrictive legend pursuant to Rule 144 because the shares were not registered. Any conversions to common stock would also be issued with a restrictive legend pursuant to Rule 144. During the year ended June 30, 2018, the Company issued a total of 11,822,730 shares of its common stock. On November 21, 2017, Viable exercised its right to convert three shares of its Series M Convertible Preferred Stock valued at $30,000 into 441,848 shares of restricted common stock. The Company issued shares pursuant to subscription agreement as follows: On November 21, 2017, the Company sold 588,235 shares of restricted common stock to a non-affiliated accredited investor pursuant to a Subscription Agreement for $300,000. The price per share was approximately $0.51 per share. On April 23, 2018, the Company sold 588,235 shares of restricted common stock to a non-affiliated accredited investor pursuant to a Subscription Agreement for $300,000. The price per share was approximately $0.51 per share. On May 20, 2018, the Company sold 392,157 shares of restricted common stock to an accredited investor, pursuant to a subscription agreement for $200,000. The shares, priced at $0.51 per share, were issued on June 30, 2018. On June 28, 2018, the Company sold 1,372,549 shares of restricted common stock to an accredited investor, pursuant to a subscription agreement for $700,000. The shares, priced at $0.51 per share, were issued on June 30, 2018. The Company issued shares as settlement of Company debt as follows: On January 10, 2018, the Company issued 1,000,000 restricted common shares as settlement of $200,000 of Company debt. The price per share was $0.20 per share. On April 23, 2018, the Company issued 1,500,000 restricted common shares as settlement of $300,000 of Company debt. The price per share was $0.20 per share. On June 28, 2018, the Company issued 3,000,000 restricted common shares as settlement of $600,000 of Company debt. The price per share was $0.20 per share. On August 15, 2016, an accredited investor, loaned the Company the sum of $750,000 pursuant to a convertible promissory note. Pursuant to a debt to equity agreement dated June 28, 2018, the investor converted the principal of $750,000 and interest of $213,750 into 1,889,706 shares of restricted common stock. The conversion price was $0.51 per share, based on the last cash sale price of the Company’s common stock. The conversion feature per the agreement is based on the public market trading price; however, since the Company is not an active trading company, the most recent cash price was used. The Company issued shares as settlement of Accounts Payable and Accrued Expenses as follows: On January 10, 2018, the Company issued 100,000 restricted common shares as settlement of $20,000 accrued salaries. The price per share was $0.20 per share. On January 10, 2018, the Company issued 240,000 restricted common shares as settlement of $48,000 of accounts payable. The price per share was $0.20 per share. On April 23, 2018, the Company issued 710,000 restricted common shares as settlement of $142,000 of accounts payable. The price per share was $0.20 per share. |
Stock Options
Stock Options | 3 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS | (14) STOCK OPTIONS On December 4, 2016, the Board of Directors adopted the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) which was subsequently approved and adopted by majority written consent in lieu of an annual meeting. The purpose of the 2016 Plan is to encourage and enable the officers, employees, directors and other key persons (including consultants) of the Company, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. On January 1, 2017, the Board granted options to purchase a total of 7,364,136 shares, all with an exercise price of $0.20 per share. Options were granted to nine employees to purchase 5,498,555 shares and to six consultants to purchase 1,865,581 shares. On January 1, 2018, the Board granted options to purchase 5,000,000 shares all with an exercise price of $0.20 per share to four consultants. On May 1, 2018, the Board granted options to purchase 500,000 shares all with an exercise price of $0.20 per share to an additional consultant. In computing the impact of stock option grants, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company cannot assess its forfeiture rate at this time. During the three months ended September 30, 2018, the options issued above were valued using the Black-Scholes model but based on exercise price and fair value being the same the options had zero value. As of As of Expected volatility 0.00 % 0.00 % Expected term 3 Years 3 Years Risk-Free interest rate 2.79% to 3.08% 2.79% to 3.08% Forfeiture rate 0.00 % 0.00 % Expected dividend rate 0.00 % 0.00 % The expected term is estimated as the numbers needed for the calculation will not be available until the underlying common stock is quoted on an OTC market for a sufficient amount of time to obtain historical patterns and volatility. The following table summarizes information about all of the stock options outstanding under the 2016 Plan at September 30, 2018 and June 30, 2018: Employees/Consultants Shares Wtd. Avg. Outstanding at June 30, 2017 6,627,720 $ 0.20 Granted 5,500,000 $ 0.20 Exercised - $ - Cancelled (490,943 ) $ 0.20 Outstanding at June 30, 2018 11,636,781 $ 0.20 Granted - $ - Exercised - $ - Cancelled (294,566 ) $ 0.20 Outstanding at September 30, 2018 11,342,211 $ 0.20 At September 30, 20118, the Company has issued options pursuant to six different stock option plans, the most recent being the 2016 Plan. The previous five plans through and including the 2012 Non-Statutory Plan have a remaining total of options vested and exercisable to purchase 13 shares at exercise prices from a high of $57,000 to a low of $350 per share. The tables below summarize information about these five plans: Employees/Consultants Shares Wtd. Avg. Outstanding at June 30, 2017 65 $ 12,070 Granted - $ - Exercised - $ - Cancelled (52 ) $ 14,770 Outstanding at June 30, 2018 13 $ 1,210 Granted - $ - Exercised - $ - Cancelled (0.11 ) $ 11,000 Outstanding at September 30, 2018 13 $ 1,189 Vested & Exercisable Stock Options September 30, June 30, Employee 2016 Equity Plan - - Director 2016 Equity Plan - - Employee Other Plans 13 13 Directors and Consultants Other Plans - - Total 13 13 The Company’s common stock, symbol IMDS, was quoted on OTCmarkets.com Pink until September 25, 2014 at which time IDSI’s registration was revoked by the Securities and Exchange Commission (SEC) for failure to timely file its Quarterly and Annual Reports. The last quoted price was $0.1. Because the Company was de-registered and OTC markets did not provide a quote for IMDS, there is no public market for the Company’s shares. Given the exercise prices adjusted for the reverse split, it is highly unlikely that any employee holding pre-2016 Plan options will exercise them. The Company has sufficient authorized shares available for all outstanding option; however, if exercised, the shares will be issued with a restrictive legend because the Company was not an SEC reporting company until October 2018. Further, given its recent return to SEC reporting status, the Company is unable to file an S-8 Registration Statement to register shares issued because of option exercise pursuant to various stock option agreements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTIGENCIES | (15) COMMITMENTS AND CONTINGENCIES The Company previously carried $3,000,000 in product liability insurance to cover both clinical sites and sales. As part of its cost savings initiatives, the Company cancelled the policy as it had not had any adverse experiences after conducting more than 25,000 patient scans worldwide. The Company is now self-insuring the risk of product liability. The Company is about to begin a new series of clinical trials in the U.S. and also to engage the services of a medical device contract manufacturer. Each hospital will have their own requirements regarding product liability insurance and the Company will obtain such insurance when requested. The medical device manufacturer has stated in their contract that they will require $2,000,000 product liability insurance before commencing the manufacture of CTLM® systems. From May 2010 to June 2012, claims were made by the IRS for payment of the Company’s accrued payroll taxes, interest and penalties, which as of June 30, 2012 was $1,489,640. The Company engaged tax counsel to handle this matter and intends to fully satisfy its payroll tax obligations. On August 4, 2014, Viable purchased 250 shares of convertible preferred stock for $2,500,000, which gave them a 78.9% voting and economic interest in the Company’s capital stock representing a change in control of the Company. New management’s tax counsel negotiated a new Installment Agreement which stipulated a lump sum payment of $250,000, which was paid on September 4, 2014 and monthly installment payments of $20,000 beginning in September 2014 due on the 18 th During fiscal 2018, as part of new management’s restructuring plan, the Company received funds from an accredited investor to pay off the payroll tax portion of the amount owed to the IRS. The Company engaged tax counsel to manage the settlement and payment. On June 27, 2018, the IRS provided counsel with a payoff calculation table indicating that the balance of taxes due was $381,224. On June 29, 2018, Viable International Investments LLC provided a bank check in that amount to counsel and they sent the check to the IRS with a letter requesting abatement of penalties and interest totaling $314,019. The IRS is considering the request. The Company leases a commercial building from Isco Properties, LLC for its offices and warehouse in Fort Lauderdale, FL. The term of the lease is five years beginning February 2014 with a monthly base rent beginning at $6,360 and increasing at a rate of 3% per year. The total rent commitment for the five years is $405,031 of which $376,398 has been paid through September 30, 2018, leaving a balance due of $28,633. Total rent expense for operating leases for offices and manufacturing facilities amounted to $21,434 and $20,849 for the three months ended September 30, 2018 and 2017, respectively. On October 31, 2018, the Company extended the lease for two years from February 1, 2019 to January 31, 2021 (see footnote 15). The monthly base rent is $7,150 for the 1 st nd On September 30, 2013, the Company’s lease with Fort Lauderdale Business Plaza Associates (the “Landlord”) for the premises located at 5307 NW 35th Terrace, Fort Lauderdale, FL 33309 expired and we did not exercise our option to renew for three more years. We continued to occupy the premises on a month to month basis giving us time to find a less expensive facility. The landlord refused to repair or replace two roof top air conditioning units so we engaged counsel who advised that the Landlord had violated Florida Statute 83.201 by failing to provide air conditioning which is deemed a utility in the State of Florida. In 2013, we calculated the amount of rent due of $41,262 when we had no air conditioning for our offices and recorded that amount as other income for the debt cancellation. Although the Company does not anticipate any further litigation we accrued $27,607 for rent, which our attorney determined is our maximum liability for rent when the air conditioning was functioning. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (16) SUBSEQUENT EVENTS On October 31, 2018, The Company extended its office and warehouse lease with Isco Properties, LLC (see footnote 14). The extension is for 2 years from February 1, 2019 to January 31, 2021. The monthly base rent is $7,150 for the 1 st nd |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation and use of estimates | (a) Basis of presentation and use of estimates The financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Such estimates and assumptions also include the valuations of certain financial instruments, stock-based compensation, deferred tax assets, the outcome of litigation and tax matters, and other matters that affect the statements of financial condition and related disclosures. Actual results could differ materially from these estimates. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2018, contained in our General Form for Registration of Securities of Form 10 as filed with the Securities and Exchange Commission (the “Commission”) on August 28, 2018, as amended on October 5, 2018. The results of operations for the three months ended September 30, 2018, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2019. |
Revenue recognition | (b) Revenue recognition As of July 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The Company sells medical imaging products, parts, and services where permitted to independent distributors and in certain unrepresented territories directly to end-users. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue. |
Allowance for doubtful accounts | (c) Allowance for doubtful accounts In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the distributor, we will make our best estimate of probable or potential losses in our accounts receivable balance using the allowance method for each quarterly period. Management will review the receivables at the end of each fiscal year and the appropriate allowance will be made based on current available evidence and historical experience. Our allowance for doubtful accounts was $-0- as of September 30, 2018 and June 30, 2018. |
Cash and cash equivalents | (d) Cash and cash equivalents Holdings of highly liquid investments with original maturities of three months or less and investment in money market funds are considered to be cash equivalents by the Company. There were no cash equivalents at September 30, 2018 and June 30, 2018. |
Concentration of Risk | (e) Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit of $250,000. At September 30, 2018 and June 30, 2018, the Company had $0 and $0 in excess of the federally insured limit. For the three months ended September 30, 2018 and September 30, 2017, the Company had the following 10 percent or greater concentrations of revenue with its customers: September 30, September 30, Xi’an IDI Laser Image 100 % 74 % All other 0 % 26 % Total 100 % 100 % |
Inventory | (f) Inventory Inventories, consisting principally of raw materials, work-in-process (including completed units under testing), finished goods and units placed on consignment, are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. Work-in-process includes completed units undergoing final inspection and testing. The Company periodically reviews the value of items in inventory and records write-downs or write-offs based on its assessment of slow moving or obsolete inventory. The Company maintains a reserve for obsolete inventory and generally makes inventory value adjustments against the reserve. |
Property and equipment | (g) Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line methods over the estimated useful lives of the related assets. Expenditures for renewals and betterments which increase the estimated useful life or capacity of the asset are capitalized; expenditures for repairs and maintenance are expensed when incurred. |
Research and development | (h) Research and development Research and development expenses consist principally of expenditures for equipment and outside third-party consultants, raw materials which are used in testing and the development of the Company's CTLM® device or other products and product software. The non-payroll related expenses include testing at outside laboratories, parts associated with the design of initial components and tooling costs, and other costs which do not remain with the developed CTLM® device. |
Net loss per share | (i) Net loss per share The Company relies on the guidance provided by ASC 260, (“Earnings per Share”), which requires the reporting of both basic and diluted earnings per share. Basic net loss per share is determined by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted into common stock, as long as the effect of their inclusion is not anti-dilutive. The Company had 4,811,610 and 4,811,610 options vested as of September 30, 2018 and June 30, 2018, respectively. |
Stock-based compensation | (j) Stock-based compensation The Company relies on the guidance provided by ASC 718, (“Share Based Payments”). ASC 718 requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. For the three months ended September 30, 2018 and 2017, no stock options were granted to employees and consultants. Stock options are being expensed pursuant to ASC 718. The fair value concepts were not changed significantly in ASC 718; however, in adopting this Standard, companies were given the option to choose among alternative valuation models and amortization assumptions. We elected to continue to use the Black-Scholes option pricing model and expense the options as compensation over the requisite service period of the grant. We will reconsider use of the Black-Scholes model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model. See (15) Stock Options. |
Long-lived assets | (k) Long-lived assets The Company relies on the guidance provided by ASC 360 (“Property, Plant & Equipment”). ASC 360 requires companies to write down to estimated fair value long-lived assets that are impaired. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In performing the review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized. The Company has determined that no impairment losses need to be recognized through the three months ended September 30, 2018 and 2017. |
Income taxes | (l) Income taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax positions. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of the date these financials were available to be issued, tax years ended June 30, 2015-2018 are still potentially subject to audit by the taxing authorities. |
Warranty reserve | (m) Warranty reserve The Company warrants all products and parts supplied for a period of 12 months from the date of installation or 15 months from the date the products was/were shipped from IDSI, whichever occurs first. The table below reflects the warranty reserve established for the three months ended September 30, 2018 and the fiscal year ended June 30, 2018. Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Based on the Company’s experience, the warranty reserve was estimated based on the replacement cost of the laser and certain electronic parts. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The following warranty reserve balances are included in accounts payable and accrued expenses. September 30, June 30, Warranty reserve $ 6,411 $ 6,411 |
Impact of recently issued accounting pronouncements | (n) Impact of recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted including adoption in an interim period. The Company has not elected to early adopt and is currently evaluating the impact the adoption of this new standard will have on its financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” ASU 2018-07 aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, “Equity – Equity-based Payments to Nonemployees.” It is effective for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Fair Value of Financial Instruments | (o) Fair Value of Financial Instruments The carrying values of cash and cash equivalents, receivables, accounts payable, short-term debt and accrued liabilities approximated their fair values due to the short maturity of these instruments. After a review of our accounts receivable, the Company has not recorded an allowance for doubtful accounts. The fair value of the Company’s debt obligations is estimated based on the quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. At September 30, 2018 and June 30, 2018, the aggregate fair value of the Company’s debt obligations approximated its carrying value. The Company relies upon the guidance of ASC 820 (“Fair Value Measurements and Disclosures”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly, transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of concentrations of revenue with its customers | September 30, September 30, Xi’an IDI Laser Image 100 % 74 % All other 0 % 26 % Total 100 % 100 % |
Schedule of warranty reserve balances | September 30, June 30, Warranty reserve $ 6,411 $ 6,411 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net sales by reporting segment | For the three months ended September 30, September 30, 2018 2017 Sales-parts $ 137,787 $ 15,158 Service revenue - 5,375 Net sales $ 137,787 $ 20,533 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, June 30, 2018 2018 Raw materials consisting of purchased parts, components and supplies $ 387,866 $ 415,262 Work-in process including units undergoing final inspection and testing 52,500 52,500 Finished goods 15,000 15,000 Total Inventory $ 455,366 $ 482,762 Inventory Reserve (455,366 ) (482,762 ) Net Inventory $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, June 30, Useful life Furniture and Fixtures $ 261,011 $ 261,011 5 years Computers and Equipment 370,704 370,704 5 years Third Party Software 10,291 10,291 5 years Clinical Equipment 15,000 15,000 5 years Total Property & Equipment $ 657,006 $ 657,006 Less: accumulated depreciation (631,777 ) (629,828 ) Total Property & Equipment - Net $ 25,229 $ 27,178 |
Short-Term Debt-Related Parti_2
Short-Term Debt-Related Parties (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding note balance | Noteholder Interest Rate Maturity Date September 30, June 30, Related parties debt: Erhfort, LLC 15% 8/8/2019 $ 100,000 $ -0- Erhfort, LLC 15% 9/12/2019 100,000 -0- Qing Wang 15% 9/21/2019 100,000 -0- Total Related Party Debt $ 300,000 $ -0- |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of reflects the number of shares of preferred stock that have been issued, converted and are outstanding | Security Date No. of Amount Date of No. of Amount Balance Series M Cv Pfd 8/1/2014 250 $ 2,500,000 4/18/2017 6 $ 60,000 11/21/2017 3 30,000 8/7/2018 241 2,410,000 $ -0- Series M Cv Pfd 8/31/2015 200 2,000,000 8/7/2018 200 2,000,000 -0- Series M Cv Pfd 4/22/2016 150 1,500,000 8/7/2018 150 1,500,000 -0- Total 600 $ 6,000,000 $ 6,000,000 $ -0- Accrued Dividends -0- $ -0- Series L Cv Pfd 2/10/2010 35 $ 350,000 1/6/2011 15 $ 150,000 $ 200,000 Accrued Dividends 166,451 $ 366,451 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Schedule of stock option grants fair value of each option | As of As of Expected volatility 0.00 % 0.00 % Expected term 3 Years 3 Years Risk-Free interest rate 2.79% to 3.08% 2.79% to 3.08% Forfeiture rate 0.00 % 0.00 % Expected dividend rate 0.00 % 0.00 % |
Schedule of vested & exercisable stock options | Vested & Exercisable Stock Options September 30, June 30, Employee 2016 Equity Plan - - Director 2016 Equity Plan - - Employee Other Plans 13 13 Directors and Consultants Other Plans - - Total 13 13 |
2016 Plan [Member] | |
Schedule of stock options outstanding activity | Employees/Consultants Shares Wtd. Avg. Outstanding at June 30, 2017 6,627,720 $ 0.20 Granted 5,500,000 $ 0.20 Exercised - $ - Cancelled (490,943 ) $ 0.20 Outstanding at June 30, 2018 11,636,781 $ 0.20 Granted - $ - Exercised - $ - Cancelled (294,566 ) $ 0.20 Outstanding at September 30, 2018 11,342,211 $ 0.20 |
2012 Non-Statutory Plan [Member] | |
Schedule of stock options outstanding activity | Employees/Consultants Shares Wtd. Avg. Outstanding at June 30, 2017 65 $ 12,070 Granted - $ - Exercised - $ - Cancelled (52 ) $ 14,770 Outstanding at June 30, 2018 13 $ 1,210 Granted - $ - Exercised - $ - Cancelled (0.11 ) $ 11,000 Outstanding at September 30, 2018 13 $ 1,189 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | |
Going Concern and Management's Plans (Textual) | |||
Accumulated deficit | $ (131,790,623) | $ (133,064,117) | |
Stockholders' deficit | (772,444) | $ (366,765) | |
Working capital deficiency | 797,673 | ||
Net loss | (401,142) | $ (419,155) | |
Net cash used in operating activities | $ (453,049) | $ (367,198) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total concentration risk percentage | 100.00% | 100.00% |
Xi'an IDI Laser Image [Member] | ||
Total concentration risk percentage | 100.00% | 74.00% |
All other [Member] | ||
Total concentration risk percentage | 0.00% | 26.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details1) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Accounting Policies [Abstract] | ||
Warranty reserve | $ 6,411 | $ 6,411 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Cash equivalents | |||
Federal deposit insurance corporation limit | 250,000 | ||
Excess of federally insured limit | $ 0 | $ 0 | |
Concentrations of revenue with customers | 10 percent or greater concentrations of revenue with its customers. | 10 percent or greater concentrations of revenue with its customers. | |
Options vested | 4,811,610 | 4,811,610 | |
Impairment losses |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Net sales | $ 137,787 | $ 20,533 |
Sales-parts [Member] | ||
Net sales | 137,787 | 15,158 |
Service revenue [Member] | ||
Net sales | $ 5,375 |
Due from Related Party (Details
Due from Related Party (Details) | 1 Months Ended | 3 Months Ended | |||
Mar. 22, 2018Number | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Oct. 26, 2018USD ($) | Jun. 30, 2018USD ($) | |
Due from Related Party (Textual) | |||||
Receivables from related parties | $ 152,945 | $ 34,853 | |||
Xi'an [Member] | |||||
Due from Related Party (Textual) | |||||
Number of agreements | Number | 2 | ||||
Term of contract | 20 years | ||||
Percentage of revenue for product sales | 25.00% | ||||
Sales from related party | 137,787 | $ 15,158 | |||
Receivables from related parties | $ 152,945 | $ 34,853 | |||
Xi'an [Member] | Subsequent Event [Member] | |||||
Due from Related Party (Textual) | |||||
Received payment of settled all invoices | $ 30,206 |
Royalty Receivable (Details)
Royalty Receivable (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Royalty Receivable (Textual) | ||
Royalty income | ||
Royalty payment | 7,251 | |
Royalty receivable | $ 14,502 | $ 21,753 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials consisting of purchased parts, components and supplies | $ 387,866 | $ 415,262 |
Work-in process including units undergoing final inspection and testing | 52,500 | 52,500 |
Finished goods | 15,000 | 15,000 |
Total Inventory | 455,366 | 482,762 |
Inventory Reserve | (455,366) | (482,762) |
Net Inventory |
Inventories (Details Textual)
Inventories (Details Textual) | Sep. 30, 2018USD ($) |
Inventories (Textual) | |
Purchased inventory | $ 63,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Total Property & Equipment | $ 657,006 | $ 657,006 |
Less: accumulated depreciation | (631,777) | (629,828) |
Total Property & Equipment - Net | 25,229 | 27,178 |
Furniture and Fixtures [Member] | ||
Total Property & Equipment | $ 261,011 | 261,011 |
Useful life | 5 years | |
Computers and Equipment [Member] | ||
Total Property & Equipment | $ 370,704 | 370,704 |
Useful life | 5 years | |
Third Party Software [Member] | ||
Total Property & Equipment | $ 10,291 | 10,291 |
Useful life | 5 years | |
Clinical Equipment [Member] | ||
Total Property & Equipment | $ 15,000 | $ 15,000 |
Useful life | 5 years |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 1,949 | $ 1,948 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Accounts Payable and Accrued Expenses (Textual) | ||
Accounts payable and accrued expenses | $ 135,893 | $ 69,756 |
Accounts payable | 88,503 | 2,308 |
Warranty reserve | 6,411 | 6,411 |
Other accrued expenses | $ 40,979 | 61,037 |
Write-offs of accounts payable and accrued expenses | 44,611 | |
Restricted common shares [Member] | ||
Accounts Payable and Accrued Expenses (Textual) | ||
Accounts payable | 190,000 | |
Accrued salaries | $ 20,000 |
Accrued Payroll Taxes and Pen_2
Accrued Payroll Taxes and Penalties (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 27, 2018 |
Accrued Payroll Taxes and Penalties (Textual) | |||
Accrued payroll taxes and penalties | $ 314,019 | $ 314,019 | |
Balance of taxes due | $ 381,224 | ||
Amount of interest and penalty | 314,019 | ||
Remaining interest and penalties | $ 314,019 |
Short-Term Debt-Related Parti_3
Short-Term Debt-Related Parties (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Related parties debt: | ||
Total Related Party Debt | $ 300,000 | $ 0 |
Erhfort, LLC [Member] | ||
Related parties debt: | ||
Noteholder | Erhfort, LLC | |
Interest Rate | 15.00% | |
Maturity Date | Aug. 8, 2019 | |
Total Related Party Debt | $ 100,000 | 0 |
Erhfort, LLC [Member] | ||
Related parties debt: | ||
Noteholder | Erhfort, LLC | |
Interest Rate | 15.00% | |
Maturity Date | Sep. 12, 2019 | |
Total Related Party Debt | $ 100,000 | 0 |
Qing Wang [Member] | ||
Related parties debt: | ||
Noteholder | Qing Wang | |
Interest Rate | 15.00% | |
Maturity Date | Sep. 21, 2019 | |
Total Related Party Debt | $ 100,000 | $ 0 |
Short-Term Debt-Related Parti_4
Short-Term Debt-Related Parties (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 27, 2018 | Jun. 30, 2018 | |
Short-Term Debt-Related Parties (Textual) | ||
Issued restricted common shares to settlement of debt | $ 200,000 | |
Redwood Management [Member] | ||
Short-Term Debt-Related Parties (Textual) | ||
Paid for settlement of debt | $ 63,500 | |
Late payment fee | $ 1,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Balance | $ 366,451 | $ 361,914 |
Accrued Dividends | ||
Series M Cv Pfd [Member] | ||
No. of shares | 600 | |
Amount of designated preferred shares | $ 6,000,000 | |
Amount Converted | 6,000,000 | |
Balance | 0 | |
Accrued Dividends | $ 0 | |
Series M Cv Pfd [Member] | 8/1/2014 [Member] | ||
No. of shares | 250 | |
Amount of designated preferred shares | $ 2,500,000 | |
Date of Conversion. | Apr. 18, 2017 | |
No. of Shares Converted | 6 | |
Amount Converted | $ 60,000 | |
Series M Cv Pfd [Member] | 8/1/2014 One [Member] | ||
Date of Conversion. | Nov. 21, 2017 | |
No. of Shares Converted | 3 | |
Amount Converted | $ 30,000 | |
Series M Cv Pfd [Member] | 8/1/2014 Two [Member] | ||
Date of Conversion. | Aug. 7, 2018 | |
No. of Shares Converted | 241 | |
Amount Converted | $ 2,410,000 | |
Balance | $ 0 | |
Series M Cv Pfd [Member] | 8/31/2015 [Member] | ||
No. of shares | 200 | |
Amount of designated preferred shares | $ 2,000,000 | |
Date of Conversion. | Aug. 7, 2018 | |
No. of Shares Converted | 200 | |
Amount Converted | $ 2,000,000 | |
Balance | $ 0 | |
Series M Cv Pfd [Member] | 4/22/2016 [Member] | ||
No. of shares | 150 | |
Amount of designated preferred shares | $ 1,500,000 | |
Date of Conversion. | Aug. 7, 2018 | |
No. of Shares Converted | 150 | |
Amount Converted | $ 1,500,000 | |
Balance | $ 0 | |
Series L Cv Pfd [Member] | 2/10/2010 [Member] | ||
No. of shares | 35 | |
Amount of designated preferred shares | $ 350,000 | |
Date of Conversion. | Jan. 6, 2011 | |
No. of Shares Converted | 15 | |
Amount Converted | $ 150,000 | |
Balance | 200,000 | |
Accrued Dividends | $ 166,451 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Details Textual) | Aug. 07, 2018shares | Aug. 04, 2014 | Jan. 06, 2011USD ($)shares | Nov. 21, 2017USD ($)Numbershares | Apr. 18, 2017USD ($)Numbershares | Apr. 22, 2016USD ($)shares | Aug. 31, 2015USD ($)shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2015USD ($) | Jun. 27, 2014USD ($)shares | Mar. 31, 2010USD ($)shares |
Redemption value | $ 166,451 | $ 161,914 | ||||||||||
Current liability | 366,451 | 361,914 | ||||||||||
Remaining principal value of cumulative dividend | 200,000 | |||||||||||
Series M Convertible Preferred Stock [Member] | ||||||||||||
Convertible preferred stock | shares | 591 | 3 | 6 | 150 | 200 | 250 | ||||||
Original purchase price | $ 10,000 | |||||||||||
Annual rate | 9.00% | |||||||||||
Redemption value | 0 | $ 1,679,173 | ||||||||||
Current liability | $ 0 | |||||||||||
Non-refundable deposit | $ 100,000 | |||||||||||
Preferred stock voting rights, description | At the first closing, $2,400,000 was paid by Viable to purchase 250 shares of convertible preferred stock which provided a 78.9% voting and economic interest in the Company's capital stock representing a change in control of the Company. | |||||||||||
Issuance of convertible preferred stock | $ 30,000 | $ 60,000 | $ 1,500,000 | $ 2,000,000 | ||||||||
Restricted common shares | shares | 87,044,089 | 441,848 | 883,696 | |||||||||
Convertible preferred stock value converted into restricted common stock | shares | 392,157 | 872,787 | ||||||||||
Number of investors | Number | 3 | 3 | ||||||||||
Restricted common shares retained | shares | 49,691 | 10,909 | ||||||||||
Series L Convertible Preferred Stock [Member] | ||||||||||||
Converted short term promissory note | $ 350,000 | |||||||||||
Convertible preferred stock | shares | 15 | 35 | ||||||||||
Original purchase price | $ 10,000 | |||||||||||
Annual rate | 9.00% | |||||||||||
Conversion of preferred stock to common stock | shares | 474 | |||||||||||
Converison of preferred stock, description | The private investor held 20 shares representing a principal value of $200,000. The remaining principal value of $200,000 is presented on the balance sheet as a current liability since it is mandatorily redeemable. | |||||||||||
Principal value | $ 150,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Aug. 07, 2018 | Jul. 12, 2018 | Jan. 10, 2018 | Aug. 15, 2016 | Jun. 28, 2018 | May 20, 2018 | Apr. 23, 2018 | Nov. 21, 2017 | Sep. 30, 2018 | Jun. 30, 2018 |
Common Stock (Textual) | ||||||||||
Description of reverse stock split | The majority shareholder of the Company, Viable International Investments, LLC delivered a written request to effect a one-for-1000 reverse stock split in the form of a Written Consent of the Majority Shareholder of Imaging Diagnostic Systems, Inc. The Board of Directors of the Corporation believed it to be in the best interest of the Corporation and recommended that the stockholders approve a one-for-1000 reverse stock split of the Corporation's issued and outstanding shares of Common Stock and a decrease in the amount of shares of Common Stock authorized to be issued from 40,000,000,000 shares to 500,000,000 shares. | |||||||||
Common Stock, par value | ||||||||||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||
Preferred Stock, par value | ||||||||||
Preferred Stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||
Issued total shares of common stock | 87,044,089 | 11,822,730 | ||||||||
Description of convertible terms | An accredited investor, loaned the Company the sum of $750,000 pursuant to a convertible promissory note. Pursuant to a debt to equity agreement dated June 28, 2018, the investor converted the principal of $750,000 and interest of $213,750 into 1,889,706 shares of restricted common stock. The conversion price was $0.51 per share, based on the last cash sale price of the Company's common stock. | |||||||||
Restricted common shares [Member] | Non-affiliated accredited investor [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issued shares pursuant to subscription agreement | 588,235 | 588,235 | ||||||||
Issued value pursuant to subscription agreement | $ 300,000 | $ 300,000 | ||||||||
Price per share | $ 0.51 | $ 0.51 | ||||||||
Restricted common shares [Member] | Accredited investor [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issued shares as settlement of company debt | 1,372,549 | 392,157 | ||||||||
Issued value as settlement of company debt | $ 700,000 | $ 200,000 | ||||||||
Price per share | $ 0.51 | $ 0.51 | ||||||||
Issued date | Jun. 30, 2018 | Jun. 30, 2018 | ||||||||
Restricted common shares [Member] | Settlement of Company debt [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issued shares as settlement of company debt | 1,000,000 | 3,000,000 | 1,500,000 | |||||||
Issued value as settlement of company debt | $ 200,000 | $ 600,000 | $ 300,000 | |||||||
Price per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Restricted common shares [Member] | Settlement of accrued salaries [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issued shares as settlement of accounts payable and accrued expenses | 100,000 | |||||||||
Issued value as settlement of accounts payable and accrued expenses | $ 20,000 | |||||||||
Price per share | $ 0.20 | |||||||||
Restricted common shares [Member] | Settlement of accounts payable [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Issued shares as settlement of accounts payable and accrued expenses | 240,000 | 710,000 | ||||||||
Issued value as settlement of accounts payable and accrued expenses | $ 48,000 | $ 142,000 | ||||||||
Price per share | $ 0.20 | $ 0.20 | ||||||||
Series M Convertible Preferred Stock [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Convert shares of convertible preferred stock | 591 | 3 | ||||||||
Convert value of convertible preferred stock | $ 5,910,000 | $ 30,000 | ||||||||
Convertible preferred stock shares converted into restricted common stock | 87,044,089 | 441,848 |
Stock Options (Details)
Stock Options (Details) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Expected volatility | 0.00% | 0.00% |
Expected term | 3 years | 3 years |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-Free interest rate | 2.79% | 2.79% |
Maximum [Member] | ||
Risk-Free interest rate | 3.08% | 3.08% |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
2016 Plan [Member] | ||
Shares | ||
Beginning Outstanding | 11,636,781 | 6,627,720 |
Granted | 5,500,000 | |
Exercised | ||
Cancelled | (294,566) | (490,943) |
Ending Outstanding | 11,342,211 | 11,636,781 |
Wtd. Avg. | ||
Beginning Outstanding | $ 0.20 | $ 0.20 |
Granted | 0.20 | |
Exercised | ||
Cancelled | 0.20 | 0.20 |
Ending Outstanding | $ 0.20 | $ 0.20 |
2012 Non-Statutory Plan [Member] | ||
Shares | ||
Beginning Outstanding | 13 | 65 |
Granted | ||
Exercised | ||
Cancelled | (0.11) | (52) |
Ending Outstanding | 13 | 13 |
Wtd. Avg. | ||
Beginning Outstanding | $ 1,210 | $ 12,070 |
Granted | ||
Exercised | ||
Cancelled | 11,000 | 14,770 |
Ending Outstanding | $ 1,189 | $ 1,210 |
Stock Options (Details 2)
Stock Options (Details 2) - shares | Sep. 30, 2018 | Jun. 30, 2018 |
Vested & Exercisable Stock Options | ||
Total | 13 | 13 |
Employee 2016 Equity Plan [Member] | ||
Vested & Exercisable Stock Options | ||
Total | ||
Director 2016 Equity Plan [Member] | ||
Vested & Exercisable Stock Options | ||
Total | ||
Employee Other Plans [Member] | ||
Vested & Exercisable Stock Options | ||
Total | 13 | 13 |
Directors and Consultants Other Plans [Member] | ||
Vested & Exercisable Stock Options | ||
Total |
Stock Options (Details Textual)
Stock Options (Details Textual) - $ / shares | May 01, 2018 | Jan. 01, 2017 | Dec. 31, 2017 | Sep. 30, 2018 |
Stock Options (Textual) | ||||
Granted options to purchase shares | 7,364,136 | |||
Purchase exercise price | $ 0.20 | |||
Stock Options description | The previous five plans through and including the 2012 Non-Statutory Plan have a remaining total of options vested and exercisable to purchase 13 shares at exercise prices from a high of $57,000 to a low of $350 per share. | |||
Nine employees [Member] | ||||
Stock Options (Textual) | ||||
Granted options to purchase shares | 5,498,555 | |||
Six consultants [Member] | ||||
Stock Options (Textual) | ||||
Granted options to purchase shares | 1,865,581 | |||
Additional consultant [Member] | ||||
Stock Options (Textual) | ||||
Granted options to purchase shares | 500,000 | |||
Purchase exercise price | $ 0.20 | |||
Four consultants [Member] | ||||
Stock Options (Textual) | ||||
Granted options to purchase shares | 5,000,000 | |||
Purchase exercise price | $ 0.20 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Aug. 04, 2014USD ($)shares | Oct. 31, 2018 | Feb. 28, 2014 | Sep. 30, 2013USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 29, 2018USD ($) | Jun. 27, 2018USD ($) | Sep. 04, 2014USD ($) | Jun. 30, 2012USD ($) |
Product liability insurance | $ 3,000,000 | |||||||||
Number of patents scans conducted worldwide | 25,000 | |||||||||
Accrued payroll taxes, interest and penalties | $ 1,489,640 | |||||||||
Purchase of convertible preferred stock | shares | 250 | |||||||||
Convertible preferred stock value | $ 2,500,000 | |||||||||
Voting and economic interest percentage | 78.90% | |||||||||
Lump sum payment | $ 250,000 | |||||||||
Monthly installment payments | $ 20,000 | |||||||||
Balance of taxes due | $ 381,224 | |||||||||
Penalties and interest totaling | $ 314,019 | |||||||||
Operating leasing, description | The term of the lease is five years beginning February 2014 with a monthly base rent beginning at $6,360 and increasing at a rate of 3% per year. The total rent commitment for the five years is $405,031 of which $376,398 has been paid through September 30, 2018, leaving a balance due of $28,633. | |||||||||
Rent expense for operating leases | $ 21,434 | $ 20,849 | ||||||||
Amount of rent due | $ 41,262 | |||||||||
Accrued rent | $ 27,607 | |||||||||
Subsequent Event [Member] | ||||||||||
Operating leasing, description | The Company extended the lease for two years from February 1, 2019 to January 31, 2021 (see footnote 15). The monthly base rent is $7,150 for the 1st year and $7,350 for the 2nd year. The rent commitment including sales tax for the two years is $184,092. | |||||||||
CTLM® systems [Member] | ||||||||||
Product liability insurance | $ 2,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 31, 2018 | |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Office and warehouse lease description | The Company extended its office and warehouse lease with Isco Properties, LLC (see footnote 14). The extension is for 2 years from February 1, 2019 to January 31, 2021. The monthly base rent is $7,150 for the 1st year and $7,350 for the 2nd year. The rent commitment including sales tax for the two years is $184,092. |