Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | AFTERMASTER, INC. | |
Entity Central Index Key | 836,809 | |
Document Type | 10-Q/A | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | On May 10, 2018 2018, the Board of Directors (the “Board”) of Aftermaster, Inc. (the “Company”), upon the recommendation of management, determined that the consolidated financial statements (the "Previously Issued Financial Statements") presented in the Company's transitional report for the quarterly period ended December 31, 2017, as set forth in the Company's previously filed quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2018 (the “Revised Period”), should no longer be relied upon. Specifically, the Company is filing this Amendment on Form 10-Q/A to recognize cost of sales related to the sale of 4,000 units for a total cost of $400,000 to its manufacturer that was recorded in the three-month ended December 31, 2017. The sales of the 4,000 units took place during the quarter ending September 30, 2017 therefore the cost of sales should have been recorded in the same period. (ii) As part of the 4,000 units transaction the manufacture agreed to extinguish $525,000 of accounts payable, for the relief of the $400,000 in accounts receivable, which resulted in a gain of $125,000. In the quarter ending December 31, 2017, the company sold an additional 1,000 units for a total sale of $120,000 to the same manufacture as the September 30, 2017 transaction referenced above. The transaction eliminated $90,000 in accounts receivable and accounts payable, resulting in a net gain of $30,000. (ii) as part of the 1,000 units transaction the company transferred consigned inventory in the amount of $142,389 which the company mistakenly wrote off the inventory to cost of good sold, in the December 30, 2017 amendment the company corrected the removal of the inventory and the overstatement of cost of good sold. (iii) The manufacture also had inventory in the amount of $198,000 that the company did not account for in the original filed 10Q. The Company financial statements have been restated conform to the current period presentation. These reclassifications had an effect on reported losses. No other changes have been made to the Quarterly Report except as noted above. This Amendment to the Quarterly Report speaks as of the original filing date of the Quarterly Report, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Quarterly Report except that changes have been made to the cover page, NOTE 2 – Going Concern and NOTE 12 - Inventories. In addition, in connection with the restatement, this Amendment reflects the revisions to Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I. Otherwise, the Originally Filed Form 10-Q is restated herein in its entirety and no other information in the Originally Form Filed 10-Q is amended hereby. Disclosures and forward-looking information in this Amendment continue to speak as of the date of the Originally Filed Form 10-Q, and do not reflect events occurring after the filing of the Originally Filed Form 10-Q. Accordingly, this Amendment should be read in conjunction with our other filings made with the SEC after the filing of the Originally Filed Form 10-Q, including any amendments to those filings. A description of the restatement is presented in Note 14, under the caption Restatement of Prior Period Financial Statements. The Company’s management has discussed the revisions and corrections discussed above with the Company’s independent public accounting firm and believes that the issues are related to and arose in connection with the sale of 5,000 units between the Company one of its manufacturers. Because that transaction has been concluded, management does not believe that any continuing errors will result, although management will continue to review the financial statements and components to determine if any other miscommunications have occurred. | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 126,900,921 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Current Assets | ||
Cash | $ 161,699 | $ 250,728 |
Accounts receivable | 69,714 | 97,103 |
Inventory, net | 340,389 | 104,891 |
Available for sale securities | 58,800 | 123,600 |
Prepaid expenses | 447,123 | 507,254 |
Total Current Assets | 1,077,725 | 1,083,576 |
Property and equipment, net | 203,264 | 266,040 |
Intangible assets, net | 90,085 | 102,243 |
Deposits | 29,263 | 33,363 |
Prepaid expenses, net of current | 0 | 9,104 |
Total Assets | 1,400,337 | 1,494,326 |
Current Liabilities | ||
Accounts payable and other accrued expenses | 602,799 | 459,975 |
Accrued interest | 490,657 | 185,509 |
Deferred revenue | 186,752 | 270,623 |
Accrued consulting services - related party | 32,419 | 22,064 |
Lease payable | 0 | 1,937 |
Derivative liability | 2,461,034 | 2,145,065 |
Notes payable - related party | 633,000 | 610,000 |
Notes payable, net of discount of $15,319 and $0, respectively | 449,169 | 40,488 |
Convertible notes payable - related party, net of discount of $3,750 and $0, respectively | 3,990,000 | 3,951,182 |
Convertible notes payable, net of discount of $790,455 and $549,737, respectively | 2,877,295 | 2,267,845 |
Total Current Liabilities | 11,723,125 | 9,954,688 |
Total Liabilities | 11,723,125 | 9,954,688 |
Stockholders' Deficit | ||
Common stock, authorized 250,000,000 shares, par value $0.001, 126,900,921 and 118,486,728 shares issued and outstanding, respectively | 126,909 | 118,493 |
Additional paid in capital | 64,675,454 | 63,627,987 |
Accumulated other comprehensive income | 28,800 | 93,600 |
Accumulated deficit | (75,157,060) | (72,303,551) |
Total Stockholders' Deficit | (10,322,788) | (8,460,362) |
Total Liabilities and Stockholders' Deficit | 1,400,337 | 1,494,326 |
Series A Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 16 | 16 |
Series A-1 Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 2,585 | 2,585 |
Series B Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 3 | 3 |
Series C Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 13 | 13 |
Series D Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 130 | 130 |
Series E Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 275 | 275 |
Series P Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | 87 | 87 |
Series S Convertible Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Discount on notes payable | $ 15,319 | $ 0 |
Discount on related party convertible notes payable, current | 3,750 | 0 |
Discount on convertible notes payable | $ 786,705 | $ 549,737 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 250,000,000 | 250,000,000 |
Common stock, issued shares | 126,900,921 | 118,486,728 |
Common stock, outstanding shares | 126,900,921 | 118,486,728 |
Series A Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 100,000 | 100,000 |
Convertible preferred stock, issued shares | 15,500 | 15,500 |
Convertible preferred stock, outstanding shares | 15,500 | 15,500 |
Series A-1 Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 3,000,000 | 3,000,000 |
Convertible preferred stock, issued shares | 2,585,000 | 2,585,000 |
Convertible preferred stock, outstanding shares | 2,585,000 | 2,585,000 |
Series B Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 200,000 | 200,000 |
Convertible preferred stock, issued shares | 3,500 | 3,500 |
Convertible preferred stock, outstanding shares | 3,500 | 3,500 |
Series C Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Convertible preferred stock, issued shares | 13,404 | 13,404 |
Convertible preferred stock, outstanding shares | 13,404 | 13,404 |
Series D Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 375,000 | 375,000 |
Convertible preferred stock, issued shares | 130,000 | 130,000 |
Convertible preferred stock, outstanding shares | 130,000 | 130,000 |
Series E Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Convertible preferred stock, issued shares | 275,000 | 275,000 |
Convertible preferred stock, outstanding shares | 275,000 | 275,000 |
Series P Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 600,000 | 600,000 |
Convertible preferred stock, issued shares | 86,640 | 86,640 |
Convertible preferred stock, outstanding shares | 86,640 | 86,640 |
Series S Convertible Preferred stock | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 50,000 | 50,000 |
Convertible preferred stock, issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | ||||
AfterMaster Revenues | $ 118,904 | $ 48,739 | $ 239,619 | $ 103,225 |
Product Revenues | 216,162 | 0 | 710,843 | 0 |
Total Revenues | 335,066 | 48,739 | 950,462 | 103,225 |
COSTS AND EXPENSES | ||||
Cost of Revenues (Exclusive of Depreciation and Amortization) | 445,012 | 157,680 | 1,001,340 | 319,775 |
Depreciation and Amortization Expense | 44,538 | 45,015 | 83,507 | 85,554 |
Research and Development | 0 | 26,020 | 2,194 | 93,015 |
Advertising and Promotion Expense | 16,649 | 2,565 | 18,665 | 17,644 |
Legal and Professional Expense | 23,000 | 30,804 | 37,190 | 55,070 |
Non-Cash Consulting Expense | 15,597 | 659,938 | 92,035 | 1,531,909 |
General and Administrative Expenses | 818,042 | 915,206 | 1,605,032 | 1,628,042 |
Total Costs and Expenses | 1,362,838 | 1,837,228 | 2,839,963 | 3,731,009 |
Loss from Operations | (1,027,772) | (1,788,489) | (1,889,501) | (3,627,784) |
Other Expense | ||||
Interest Expense | (601,426) | (378,522) | (1,476,739) | (747,595) |
Derivative Expense | (177,451) | 0 | (345,133) | 0 |
Change in Fair Value of Derivative | 963,041 | (463) | 767,822 | (574) |
Gain Loss on Extinguishment of Debt | 0 | 9,236 | 90,042 | 9,236 |
Total Other Expense | 184,164 | (369,749) | (964,008) | (738,933) |
Loss Before Income Taxes | (843,608) | (2,158,238) | (2,853,509) | (4,366,717) |
Income Tax Expense | 0 | 0 | 0 | 0 |
NET LOSS | (843,608) | (2,158,238) | (2,853,509) | (4,366,717) |
Preferred Stock Accretion and Dividends | (56,367) | (45,620) | (112,734) | (87,858) |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (899,975) | $ (2,203,858) | $ (2,966,243) | $ (4,454,575) |
Basic and diluted Loss Per Share of Common Stock | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.04) |
Basic and Diluted -Weighted Average Number of Shares Outstanding | 124,080,046 | 104,726,332 | 121,773,934 | 104,045,562 |
Other Comprehensive Income, net of tax | ||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (899,975) | $ (2,203,858) | $ (2,966,243) | $ (4,454,575) |
Unrealized gain on AFS Securities | 10,860 | (39,000) | (64,800) | (15,600) |
COMPREHENSIVE LOSS | $ (889,115) | $ (2,242,858) | $ (3,031,043) | $ (4,470,175) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (2,853,509) | $ (4,366,717) |
Adjustments to reconcile net loss to cash from operating activities: | ||
Depreciation and amortization | 83,508 | 85,554 |
Share-based compensation - Common Stock | 187,623 | 218,538 |
Share-based compensation - warrants and options | 0 | 23,976 |
Share-based compensation - warrants | 0 | 13,204 |
Common stock issued for services and rent | 0 | 18,897 |
Common stock issued as incentive with convertible debt | 16,897 | 0 |
Common stock issued to extend the maturity dates on debt | 0 | 120,000 |
Amortization of debt discount and issuance costs | 885,633 | 152,513 |
(Gain)/Loss on extinguishment of debt | (90,042) | (9,236) |
Derivative Expense | 345,133 | 0 |
(Gain)/Loss remeasurement of derivative | (767,823) | 574 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 27,389 | (5,809) |
Inventory | (235,498) | (330,077) |
Other assets | 96,135 | 1,086,909 |
Accounts payable and accrued expenses | 273,241 | 19,068 |
Accrued interest | 677,525 | 437,950 |
Deferred revenue | (83,871) | 22,458 |
Accrued consulting services - related party | 10,355 | 18,505 |
Net Cash Used in Operating Activities | (1,427,304) | (2,493,693) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (5,424) | (96,029) |
Purchase of intangible assets | (3,150) | (31,800) |
Net Cash Used in Investing Activities | (8,574) | (127,829) |
FINANCING ACTIVITIES | ||
Common Stock issued for cash | 222,750 | 906,224 |
A-1 Preferred Stock issued for cash | 0 | 373,541 |
Proceeds from notes payable | 425,000 | 0 |
Repayments of notes payable | (16,000) | 0 |
Proceeds from notes payable - related party | 68,000 | 17,500 |
Repayments of notes payable - related party | (45,000) | (12,500) |
Proceeds from convertible notes payable | 1,147,036 | 1,160,000 |
Repayments of convertible notes payable | (453,000) | (15,000) |
Lease Payable | (1,937) | 21,552 |
Net Cash Provided by Financing Activities | 1,346,849 | 2,451,317 |
NET CHANGE IN CASH | (89,029) | (170,205) |
CASH AT BEGINNING OF PERIOD | 250,728 | 394,325 |
CASH AT END OF PERIOD | 161,699 | 224,120 |
CASH PAID FOR: | ||
Interest | 0 | 0 |
Taxes | 0 | 0 |
NON CASH FINANCING ACTIVITIES: | ||
Beneficial conversion feature | 177,821 | 30,519 |
Conversion of Notes and Interest into common stock | 34,000 | 580,238 |
Conversion of Derivative Liability | 31,895 | 73,432 |
MTM on AFS securities | 64,800 | 15,600 |
Common Stock issued with convertible debt | 15,963 | 33,349 |
Common stock issued for prepaid expenses | 22,800 | 808,274 |
Derivative Liability | 687,169 | 72,858 |
Original Issue Discount | 79,965 | 0 |
Conversion of accrued interest into common stock | $ 217,628 | $ 0 |
1. CONDENSED FINANCIAL STATEMEN
1. CONDENSED FINANCIAL STATEMENTS | 6 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. CONDENSED FINANCIAL STATEMENTS | The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2017, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2017 audited financial statements. The results of operations for the periods ended December 31, 2017 and 2016 are not necessarily indicative of the operating results for the full years. |
2. GOING CONCERN
2. GOING CONCERN | 6 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
2. GOING CONCERN | The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $75,157,060, negative working capital of $10,645,400, and currently has revenues which are insufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The future of the Company as an operating business will depend on its ability to (1) obtain sufficient capital contributions and/or financing as may be required to sustain its operations and (2) to achieve adequate revenues from its ProMaster and AfterMaster businesses. Management's plan to address these issues includes, (a) continued exercise of tight cost controls to conserve cash, (b) obtaining additional financing, (c) more widely commercializing the AfterMaster and ProMaster products, and (d) identifying and executing on additional revenue generating opportunities. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
3. SUMMARY OF SIGNIFICANT ACCOU
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the allowance for doubtful accounts and the fair value of certain financial instruments. Principles of Consolidation The consolidated financial statements include the accounts of AfterMaster, Inc. and its subsidiaries. All significant inter-Company accounts and transactions have been eliminated. Investments Our available for securities are considered Level 1. Realized gains and losses on these securities are included in “Other income (expense) – net” in the consolidated statements of operations using the specific identification method. Unrealized gains and losses, on available-for-sale securities are recorded in accumulated other comprehensive income (accumulated OCI). Unrealized losses that are considered other than temporary are recorded in other income (expense) – net, with the corresponding reduction to the carrying basis of the investment. Our short-term investments are recorded at amortized cost, and the respective carrying amounts approximate fair values. Our available for securities maturing within one year are recorded in “Other current assets,” on the balance sheets. Accounts Receivables Accounts receivables are stated at amounts management expects to collect. An allowance for doubtful accounts is provided for uncollectible receivables based upon management's evaluation of outstanding accounts receivable at each reporting period considering historical experience and customer credit quality and delinquency status. Delinquency status is determined by contractual terms. Bad debts are written off against the allowance when identified. Fair Value Instruments Cash is the Company’s only financial asset or liability required to be recognized at fair value and is measured using quoted prices for active markets for identical assets (Level 1 fair value hierarchy). The carrying amounts reported in the balance sheets for notes receivable and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Market prices are not available for the Company’s loans due to related parties or its other notes payable, nor are market prices of similar loans available. The Company determined that the fair value of the notes payable based on its amortized cost basis due to the short-term nature and current borrowing terms available to the Company for these instruments. Derivative Liabilities The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. Using this sequencing policy, the Company used this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to July 5, 2016 until the note was converted on the same day were derivative liabilities. The Company again used this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to August 19, 2016 until the note was converted on August 22, 2016 were derivative liabilities. The Company entered into multiple amendments to a note payable to extend the maturity date (the Amendments). The Company agreed to additional $30,000 extension fees which were converted at a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. This creates a situation where the Company no longer has shares enough available to “cover” all potential equity issuance obligations during the period of issuance until conversion. On February 3, 2017, the company entered into a note payable with an unrelated party at a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. Accordingly, all convertible instruments issued after February 3, 2017 are considered derivatives according to the Company’s sequencing policy. The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Income Taxes There is no income tax provision for the three and six months ended December 31, 2017 and 2016 due to net operating losses for which there is no benefit currently available. At December 31, 2017, the Company had deferred tax assets associated with state and federal net operating losses. The Company has recorded a corresponding full valuation allowance as it is more likely than not that some portion of all of the deferred tax assets will not be realized. Revenue Recognition The Company applies the provisions of FASB ASC 605, Revenue Recognition in Financial Statements The Company's revenues are generated from AfterMaster products and services, AfterMaster Pro, sessions revenue, and remastering. Revenues related to AfterMaster Pro sells through consumer retail distribution channels and through our website. For sales through consumer retail distribution channels, revenue recognition occurs when title and risk of loss have transferred to the customer which usually occurs upon shipment to the customers. We established allowances for expected product returns and these allowances are recorded as a direct reduction to revenue. Return allowances are based on our historical experience. Revenues related to sessions and remastering are recognized when the event occurred. Cost of Revenues The Company’s cost of revenues includes employee costs, and other nominal amounts. Costs associated with products are recognized at the time of the sale and when the inventory is shipped. Costs incurred to provide services are recognized as cost of sales as incurred. Depreciation is not included within cost of revenues. Loss Per Share Basic loss per Common Share is computed by dividing losses attributable to Common shareholders by the weighted-average number of shares of Common Stock outstanding during the period. The losses attributable to Common shareholders was increased for accrued and deemed dividends on Preferred Stock during the six months ended December 31, 2017 and 2016 of $112,734 and $87,858, respectively. Diluted earnings per Common Share is computed by dividing net loss attributable to Common shareholders by the weighted-average number of Shares of Common Stock outstanding during the period increased to include the number of additional Shares of Common Stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible Preferred Stock, stock options, warrants, and convertible debt. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s Common Stock can result in a greater dilutive effect from potentially dilutive securities. For the six months ended December 31, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock, and convertible debt) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 90,410,737 and 26,336,572 at December 31, 2017 and 2016, respectively. Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
4. SECURITIES AVAILABLE-FOR-SAL
4. SECURITIES AVAILABLE-FOR-SALE | 6 Months Ended |
Dec. 31, 2017 | |
Securities Available-for-sale Tables | |
4. SECURITIES AVAILABLE-FOR-SALE | On November 10, 2014, the Company received 600,000 shares of b Booth stock as part of an Asset License agreement with b Booth. The following table presents the amortized cost, gross unrealized gains, gross unrealized losses, and fair market value of available-for-sale equity securities, nearly all of which are attributable to the Company's investment in b Booth stock, as follows: December 31, 2017 Amortized cost Gross unrealized gains Gross unrealized losses Gross realized gains Gross realized losses Fair value Equity securities $ 123,600 $ - $ (64,800) $ - $ - $ 58,800 June 30, 2017 Amortized cost Gross unrealized gains Gross unrealized losses Gross realized gains Gross realized losses Fair value Equity securities $ 63,600 $ 60,000 $ - $ - $ - $ 123,600 |
5. NOTES PAYABLE
5. NOTES PAYABLE | 6 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
5. NOTES PAYABLE | Convertible Notes Payable In accounting for its convertible notes payable, proceeds from the sale of a convertible debt instrument with Common Stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portions of the proceeds allocated to the warrants are accounted for as paid-in capital with an offset to debt discount. The remainder of the proceeds are allocated to the debt instrument portion of the transaction as prescribed by ASC 470-25-20. The Company then calculates the effective conversion price of the note based on the relative fair value allocated to the debt instrument to determine the fair value of any beneficial conversion feature (“BCF”) associated with the convertible note in accordance with ASC 470-20-30. The BCF is recorded to additional paid-in capital with an offset to debt discount. Both the debt discount related to the issuance of warrants and related to a BCF is amortized over the life of the note. Convertible Notes Payable – Related Parties Convertible notes payable due to related parties consisted of the following as of December 31, 2017 and June 30, 2017, respectively: Convertible Notes Payable – Related Parties December 31, June 30, 2017 2017 Various term notes with total face value of $3,925,000 issued from February 2010 to April 2013, interest rates range from 10% to 15%, net of unamortized discount of $0 as of December 31, 2017 and June 30, 2017. $ 3,925,000 $ 3,925,000 $30,000 face value, issued in August 2016, interest rate of 0%, matures January 2017, a gain on extinguishment of debt was recorded totaling $3,818 net unamortized discount of $0 as of December 31, 2017 and June 30, 2017. 30,000 26,182 $10,000 face value, issued in November 2017, interest rate of 0%, matures November 2018,net amortized discount of $0 as of December 31, 2017. 10,000 - $25,000 face value, issued in December 2017, interest rate of 0%, matures December 2018, net amortized discount of $3,750 as of December 31, 2017. 21,250 - Total convertible notes payable – related parties 3,986,250 3,951,182 Less current portion 3,986,250 3,951,182 Convertible notes payable – related parties, long-term $ - $ - On November 1, 2017, the Company issued a note to a related party for $10,000 that matures on November 1, 2018. The note bears 0% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. On December 30, 2017, the Company issued a note to a related party for $25,000 that matures on December 30, 2018. The note bears 0% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. . Convertible Notes Payable - Non-Related Parties Convertible notes payable due to non-related parties consisted of the following as of December 31, 2017 and June 30, 2017, respectively: Convertible Notes Payable - Non-Related Parties December 31, June 30, 2017 2017 $7,000 face value, issued in July 2014, interest rate of 6%, matures October 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. $ 7,000 $ 7,000 $600,000 face value, issued in November 2015, interest rate of 0%, an OID of $190,000, matures January 2018, net unamortized discount of $0 of J December 31, 2017 and June 30, 2017, respectively, of which $260,000 has been paid. 430,000 430,000 $100,000 face value, issued in February 2016, interest rate of 10%, matures March 2018, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 100,000 100,000 $25,000 face value, issued in February 2016, interest rate of 10%, matures February 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 25,000 25,000 $100,000 face value, issued in March 2016, interest rate of 10%, matures June 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 100,000 100,000 $10,000 face value, issued in March 2016, interest rate of 10%, matures March 2018, net unamortized discount $0 of December 31, 2017 and June 30, 2017, respectively. 10,000 10,000 $50,000 face value, issued in July 2016, interest rate of 0%, matures October 2017, net unamortized discount of $0 of December 31, 2017 and June 30, 2017, respectively. 50,000 50,000 $50,000 face value, issued in August 2016, interest rate of 0%, matures September which was amended to January 2018, net unamortized discount of $1,403 and $5,418 of December 31, 2017 and June 30, 2017, respectively. 48,597 44,582 $1,000,000 face value, issued in September 2016, interest rate of 10%, matures June 2018, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 1,000,000 1,000,000 $149,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $0 and $59,740 as of December 31, 2017 and June 30, 2017, respectively, of which $20,000 has been paid. 129,000 89,260 $224,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $32,452 and $119,795 as of December 31, 2017 and June 30, 2017, respectively, of which $30,000 has been paid. 194,000 104,205 $258,000 face value, issued in February 2017, interest rate of 12%, matures August 2017, net amortized discount of $0 and $48,464 as of December 31, 2017 and June 30, 2017, respectively, of which $258,000 has been paid. - 209,536 $55,000 face value, issued in June 2017, interest rate of 10%, matures January 2018, net amortized discount of $3,341 and $50,631 as of December 31, 2017 and June 30, 2017, respectively. 51,659 4,369 $100,000 face value, issued in June 2017, interest rate of 7%, matures June 2018, net amortized discount of $25,943 and $52,317 as of December 31, 2017 and June 30, 2017, respectively. 74,057 47,683 $265,000 face value, issued in May 2017, interest rate of 10%, matures February 2018, net amortized discount of $45,267 and $218,790 as of December 31, 2017 and June 30, 2017, respectively, of which $25,000 has been paid. 194,733 46,210 $78,000 face value, issued in July 2017, interest rate of 12%, matures May 2018, net amortized discount of $35,830 as of December 31, 2017. 42,170 - $50,000 face value, issued in August 2017, interest rate of 0%, matures October 2017, net amortized discount of $0 as of December 31, 2017, of which $34,000 has been converted and $16,000 was transferred to a new note - - $60,500 face value, issued in August 2017, interest rate of 12%, matures August 2018, net amortized discount of $35,471 as of December 31, 2017. 25,029 - $10,000 face value, issued in August 2017, interest rate of 0%, matures August 2018, net amortized discount of $4,499 as of December 31, 2017. 5,501 - $82,250 face value, issued in August 2017, interest rate of 12%, matures May 2018, net amortized discount of $41,125 as of December 31, 2017. 41,125 - $53,000 face value, issued in August 2017, interest rate of 12%, matures June 2018, net amortized discount of 29,115 as of December 31, 2017. 23,885 - $65,000 face value, issued in September 2017, interest rate of 12%, matures March 2018, net amortized discount of $24,061 as of December 31, 2017. 40,939 - $10,000 face value, issued in September 2017, interest rate of 10%, matures September 2018, net amortized discount of $6,959 as of December 31, 2017. 3,041 - $5,000 face value, issued in September 2017, interest rate of 0%, matures March 2018, net amortized discount of $2,092 as of December 31, 2017. 2,908 - $50,000 face value, issued in September 2017, interest rate of 0%, matures November 2017, net amortized discount of $0 as of December 31, 2017, of which $50,000 was transferred to a new note. - - $110,000 face value, issued in October 2017, interest rate of 10%, matures July 2018, net amortized discount of $79,377 as of December 31, 2017. 30,623 - $100,000 face value, issued in October 2017, interest rate of 10%, matures October 2018, net amortized discount of $55,740 as of December 31, 2017. 44,260 - $115,000 face value, issued in November 2017, interest rate of 10%, matures August 2018, net amortized discount of $106,110 as of December 31, 2017. 8,890 - $50,000 face value, issued in November 2017, interest rate of 10%, matures January 2018, net amortized discount of $3,190 as of December 31, 2017. 46,810 - $66,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $39,173 as of December 31, 2017. 26,827 - $100,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $89,041 as of December 31, 2017. 10,959 - $5,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $4,310 as of December 31, 2017. 690 - $53,000 face value, issued in November 2017, interest rate of 12%, matures July 2018, net amortized discount of $45,396 as of December 31, 2017. 7,604 - $100,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $41,451 as of December 31, 2017. 58,549 - $20,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $9,567 as of December 31, 2017. 10,433 - $75,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $45,982 as of December 31, 2017. 29,018 - $20,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $12,262 as of December 31, 2017. 7,738 - Total convertible notes payable – non-related parties 2,881,045 2,267,845 Less current portion 2,881,045 2,267,845 Convertible notes payable – non-related parties, long-term $ - $ - On November 20, 2015, the Company issued a convertible note to an unrelated company for $600,000 that matures on May 20, 2016. The company paid $200,000 in principle balance leaving a remain balance of $430,000 including the extension fees and is not convertible unless the borrower defaults under the amendment agreement dated January 1, 2017. The note bears 0% interest and had an original issue discount (OID) of $100,000. This note is not convertible unless there is a default event. Per the terms of the note there are no derivatives until it becomes convertible on the original note, however the $30,000 extensions are to be considered derivatives. The Lender released a clarification of amendments to convertible promissory notes that explained the $30,000 extension fees are the only portion that is to be considered as convertible and converts within 2 days of issuance. The intent of the amendment agreements were to insure the original note dated November 20, 2015 in the amount of $600,000. Because the terms do not dictate a maximum numbers of convertible shares, the ability to settle these obligations with shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability Under ASC 815-40. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. During the extension and conversion day period no additional convertible instruments were issued, therefore on the extension was considered in the derivative calculation. The Company extended the maturity date seven times since February 27, 2017 for a total of $210,000, of which, the Company paid $120,000 in the six months ended December 31, 2017. The Company latest and fourteenth extension with consideration of $30,000 was on December 18, 2017 to extending the maturity date to January 31, 2018. The Company evaluated the amendments under ASC 470-50, “ Debt - Modification and Extinguishment” On February 15, 2016, the Company issued a convertible note to an unrelated individual for $25,000 that matures on February 15, 2017. The note was amended subsequently in September 28, 2017 to extend the maturity date to October 15, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On September 15, 2016, the Company issued a convertible note to an unrelated individual for $1,000,000 that matures on June 30, 2017. The note was amended subsequently on June 30, 2017 to extend the maturity date to June 30, 2018. The Company evaluated amendment under ASC 47050, "Debt Modification and Extinguishment" On February 23, 2017, the Company issued a convertible note to an unrelated company for $149,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, that this percentage discount (variable) exercise price indicates is an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by paying $10,000 of principal and $1,400 of accrued interest on October 23, 2017 to November 24, 2017 and extend the maturity date to February 21, 2018. . The Company extended the possibility to convert date by paying $10,000 of principal and $4,000 of accrued interest on November 29, 2017 to December 22, 2017. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On February 23, 2017, the Company issued a convertible note to an unrelated company for $224,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 90,000 warrants valued at $11,720 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by paying $10,000 of principal and $2,100 of accrued interest on October 23, 2017 to November 24, 2017 and extend the maturity date to February 21, 2018. The Company extended the possibility to convert date by paying $20,000 of principal and $6,000 of accrued interest on November 29, 2017 to December 22, 2017. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On August 26, 2016, the Company issued a convertible note to an unrelated individual for $50,000 that matures on August 26, 2017. The note bears interest rate of 10% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share. The note was amended on June 30, 2017 to extend the maturity date to October 1, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” On March 7, 2016, the Company issued a convertible note to an unrelated individual for $100,000 that matures on March 7, 2017. The note bears interest rate of 10% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share. The Company valued a BCF related to the note valued at $24,269 and debt discount related to the 10,000 shares of common stock issued with the note at a relative fair value of $4,569. The note was amended again on September 28, 2017 to extend the maturity date to January 15, 2018, as additional consideration the Company issued 25,000 shares of common stock valued at $3,998. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On July 26, 2016, the Company issued a convertible note to an unrelated individual for $50,000 that matures on September 26, 2016. The note bears interest rate of 0% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share, as part of the note the company issued warrants to purchase 35,000 shares of 144 restricted common stock at an exercise price $0.30 for a two-year period. The note was amended on September 28, 2017 to extend the maturity date to January 15, 2018, as additional consideration the Company issued 15,000 shares of common stock valued at $2,399. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On July 31, 2017, the Company issued a convertible note to an unrelated company for $78,000, which included $75,000 in proceeds and $3,000 in legal fees, that matures on April 10, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 2, 2017, the Company issued a convertible note to an unrelated party for $50,000 that matures on August 24, 2017. The note bears 0% interest per annum, in lieu of interest the Company issued 12,000 shares of common stock on August 4, 2017. The note is convertible into shares of the Company’s common stock at $0.10 per share. The Company valued a BCF related to the note valued at $31,287 and debt discount related to the 12,000 shares of common stock issued with the note at a relative fair value of $1,837. The note was amended on September 15, 2017, to extend the maturity date to October 15, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On August 2, 2017, the Company issued a convertible note to an unrelated company for $60,500, which includes proceeds of $55,000, and $5,500 in OID, that matures on August 2, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 4, 2017, the Company issued a convertible note to an unrelated party for $10,000 that matures on August 4, 2018. The note bears 0% interest per annum, in lieu of interest the Company issued 3,500 shares of common stock on August 7, 2017. The note is convertible into shares of the Company’s common stock at $0.10 per share. The Company valued a BCF related to the note valued at $7,056 and debt discount related to the 3,500 shares of common stock issued with the note at a relative fair value of $546. On August 15, 2017, the Company issued a convertible note to an unrelated company for $82,250, which included $75,000 in proceeds and $7,250 in legal and other fees, that matures on April 18, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 60% the lowest trading price during the previous twenty (2) days to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 16, 2017, the Company issued a convertible note to an unrelated company for $53,000, which included $50,000 in proceeds and $3,000 in legal fees, that matures on June 16, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On September 8, 2017, the Company issued a convertible note to an unrelated company for $65,000, which included $58,500 in proceeds and $6,500 in OID, that matures on March 8, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 55% of either the lowest sales price for common stock on principal market during the twenty-five consecutive trading days including the immediately preceding the conversion date. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On September 11, 2017, the Company issued a convertible note to an unrelated party for $10,000 that matures on September 11, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On September 27, 2017, the Company issued a convertible note to an unrelated party for $5,000 that matures on March 31, 2018. The note bears 0% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. The Company valued a BCF related to the note valued at $2,995. On September 28, 2017, the Company issued a convertible note to an unrelated party for $50,000 that matures on November 28, 2017. The note bears 0% interest per annum, in lieu of interest the Company issued 25,000 shares of common stock. The note is convertible into shares of the Company’s common stock at $0.10 per share. The Company valued a BCF related to the note valued at $33,397 and debt discount related to the 25,000 shares of common stock issued with the note at a relative fair value of $3,702 . On October 16, 2017, the Company issued a convertible note to an unrelated company for $110,000 that matures on July 16, 2018. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at 57.5% of the lowest closing bid 30 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates that these shares, if issued, are not indexed to the Company’s own stock and, therefore, is an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On October 29, 2017, the Company issued a convertible note to an unrelated party for $100,000 that matures October 29, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. As additional consideration the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling 750,002 shares of common stock. $47,368. On November 13, 2017, the Company issued a convertible note to an unrelated party for $115,000 that matures on August 13, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at 57.5% of the lowest closing bids 30 days prior to the conversion per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . the Company also issued 150,000 warrants valued at $12,570. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . On November 13, 2017, the Company issued a convertible note to an unrelated party for $50,000 that matures January 10, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. The Company valued a BCF related to the note valued at $18,500 . The note was amended on October 30, 2017, to extend the conversion rights from 180 days to 225 days, in consideration of the extension the Company paid $25,000 and issued 150,000 valued at $6,691. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On November 17, 2017, the Company issued a convertible note to an unrelated party for $66,000 that matures November 17, 2018 in exchange for two existing notes for $16,000 issued on August 2, 2017 and $50,000 on September 28, 2017. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share . the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling 495,001. 495,001 $31,277. On November 21, 2017, the Company issued a convertible note to an unrelated party for $100,000 that matures on November 21, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at 57.5% of the lowest closing bids 20 days prior to the conversion per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On November 24, 2017, the Company issued a convertible note to an unrelated party for $5,000 that matures November 24, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. As additional consideration the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling 37,500. 37,500 $2,596. On November 28, 2017, the Company issued a convertible note to an unrelated party for $53,000 that matures on July 16, 2018. The note bears 12% interest per annum. The note is convertible into shares of the Company’s common stock at 61% of the lowest closing bids 15 days prior to the conversion per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On December 18, 2017, the Company issued a convertible note to an unrelated party for $100,000 that matures December 18, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling 750,002. $42,882. On December 21, 2017, the Company issued a convertible note to an unrelated party for $20,000 that matures December 21, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. As additional consideration the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling 150,000 $8,816. On December 31, 2017, the Company issued a convertible note to an unrelated party for $75,000 that matures December 31, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. the Company is to issue shares of common stock as initial interest payment in kind calculated by dividing the principal by $0133333 per share totaling $34,732. On December 31, 2017, the Company issued a convertible note to an unrelated party for $20,000 that matures December 31, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. As additional consideration the Company is to issue shares of common stock as initial interest payment in kin |
6. CONVERTIBLE PREFERRED STOCK
6. CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
6. CONVERTIBLE PREFERRED STOCK | The Company has authorized 10,000,000 shares of $0.001 par value per share Preferred Stock, of which the following were issued outstanding: Shares Shares Liquidation Allocated Outstanding Preference Series A Convertible Preferred 100,000 15,500 - Series A-1 Convertible Preferred 3,000,000 2,735,000 3,789,815 Series B Convertible Preferred 200,000 3,500 35,000 Series C Convertible Preferred 1,000,000 13,404 - Series D Convertible Preferred 375,000 130,000 - Series E Convertible Preferred 1,000,000 275,000 - Series P Convertible Preferred 600,000 86,640 - Series S Convertible Preferred 50,000 - - Total Preferred Stock 6,325,000 3,259,044 $ 3,824,815 The Company's Series A Convertible Preferred Stock ("Series A Preferred") is convertible into Common Stock at the rate of 0.025 share of Common stock for each share of the Series A Preferred. Dividends of $0.50 per share annually from date of issue, are payable from retained earnings, but have not been declared or paid. The Company’s Series A-1 Senior Convertible Redeemable Preferred Stock (“Series A-1 Preferred”) is convertible at the rate of 2 shares of Common Stock per share of Series A-1 Preferred. The dividend rate of the Series A-1 Senior Convertible Redeemable Preferred Stock is 6% per share per annum in cash, or commencing on June 30, 2009 in shares of the Company’s Common Stock (at the option of the Company). Due to the fact that the Series A-1 Preferred has certain features of debt and is redeemable, the Company analyzed the Series A-1 Preferred in accordance with ASC 480 and ASC 815 to determine if classification within permanent equity was appropriate. Based on the fact that the redeemable nature of the stock and all cash payments are at the option of the Company, it is assumed that payments will be made in shares of the Company’s Common Stock and therefore, the instruments are afforded permanent equity treatment. The Company's Series B Convertible 8% Preferred Stock ("Series B Preferred") is convertible at the rate of 0.067 share of Common Stock for each share of Series B Preferred. Dividends from date of issue are payable on June 30 from retained earnings at the rate of 8% per annum but have not been declared or paid. The Company's Series C Convertible Preferred Stock ("Series C Preferred") is convertible at a rate of 0.007 share of Common Stock per share of Series C Preferred. Holders are entitled to dividends only to the extent of the holders of the Company’s Common Stock receive dividends. The Company's Series D Convertible Preferred Stock ("Series D Preferred") is convertible at a rate of 0.034 share of Common Stock per share of Series D Preferred. Holders are entitled to a proportionate share of any dividends paid as though they were holders of the number of shares of Common Stock of the Company into which their shares of are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution. The Company's Series E Convertible Preferred Stock ("Series E Preferred") is convertible at a rate of 0.034 share of Common Stock per share of Series E Preferred. Holders are entitled to a proportionate share of any dividends paid as though they were holders of the number of shares of Common Stock of the Company into which their shares of are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution. The Company's Series P Convertible Preferred Stock ("Series P Preferred") is convertible at a rate of 0.007 share of Common Stock for each share of Series P Preferred. Holders are entitled to dividends only to the extent of the holders of the Company’s Common Stock receive dividends. In the event of a liquidation, dissolution or winding up of the affairs of the Company, holders of Series A Preferred Stock, Series P Convertible Preferred Stock, Series C Convertible Preferred Stock have no liquidation preference over holders of the Company’s Common Stock. Holders of Second Series B Preferred Stock have a liquidation preference over holders of the Company’s Common Stock and the Company’s Series A Preferred Stock. Holders of Series D Preferred Stock are entitled to receive, before any distribution is made with respect to the Company’s Common Stock, a preferential payment at a rate per each whole share of Series D Preferred Stock equal to $1.00. Holders of Series E Preferred Stock are entitled to receive, after the preferential payment in full to holders of outstanding shares of Series D Preferred Stock but before any distribution is made with respect to the Company’s Common Stock, a preferential payment at a rate per each whole share of Series E Preferred Stock equal to $1.00. Holders of Series A-1 Preferred Stock are superior in rank to the Company’s Common Stock and to all other series of Preferred Stock heretofore designated with respect to dividends and liquidation. The activity surrounding the issuances of the Preferred Stock is as follows: During the three and six months ended December 31, 2017 the Company did not issue shares of Series A-1 Preferred. During the fiscal year ended June 30, 2017 the Company issued 550,000 shares of Series A-1 Preferred Stock for $550,000 in cash and paid $196,853 in cash offering costs The Company had one conversion of 150,000 shares of Series A-1 Preferred Stock for 300,000 shares of Common Stock, and issued 15,682 shares of Common Stock of payment of $7,481 in accrued dividends. During the three and six months ended December 31, 2017 and 2016, the outstanding Preferred Stock accumulated $112,734 and $87,858 in dividends on outstanding Preferred Stock. The cumulative dividends in arrears as of December 31, 2017 were approximately $1,021,672. |
7. COMMON STOCK
7. COMMON STOCK | 6 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
7. COMMON STOCK | The Company has authorized 250,000,000 shares of $0.001 par value per share Common Stock, of which 126,900,921 and 118,486,728 were issued outstanding as of December 31, 2017 and June 30, 2017, respectively. The activity surrounding the issuances of the Common Stock is as follows: For the six months Ended December 31, 2017 The Company issued The Company issued 340,000 shares of Common Stock for the conversion of notes and accrued interest valued at $34,000. The Company issued 3,010,506 shares of Common Stock as incentive with convertible notes valued at $192,896. The Company issued 120,000 shares of Common Stock for the prepaid consulting services and rent valued at $22,800. The Company issued 115,000 shares of Common Stock for the extension of two convertible notes valued at $16,897. As share-based compensation to employees and non-employees, the Company issued 1,348,525 shares of common stock valued at $187,623, based on the market price of the stock on the date of issuance. As interest expense on outstanding notes payable, the Company issued 1,280,162 shares of common stock valued at $217,628 based on the market price on the date of issuance. For the Six Months Ended December 31, 2016 The Company issued 848,755 shares of Common Stock for the conversion of notes and accrued interest valued at $190,164. The Company also issued 100,000 shares of Common Stock as incentive to notes valued at $33,349 and recorded $30,519 in beneficial conversion features related to new issuances of debt. The Company issued 1,149,860 shares of Common Stock as payment for services and rent valued at $451,130. The Company issued 3,020,750 shares of Common Stock for the conversion warrants valued at $906,225. As share-based compensation to employees and non-employees, the Company issued 575,951 shares of common stock valued at $218,538, based on the market price of the stock on the date of issuance. As interest expense on outstanding notes payable, the Company issued 1,025,888, shares of common stock valued at $390,073 based on the market price on the date of issuance. |
8. STOCK PURCHASE OPTIONS AND W
8. STOCK PURCHASE OPTIONS AND WARRANTS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
8. STOCK PURCHASE OPTIONS AND WARRANTS | The Board of Directors on June 10, 2009 approved the 2009 Long-Term Stock Incentive Plan. The purpose of the 2009 Long-term Stock Incentive Plan is to advance the interests of the Company by encouraging and enabling acquisition of a financial interest in the Company by employees and other key individuals. The 2009 Long-Term Stock Incentive Plan is intended to aid the Company in attracting and retaining key employees, to stimulate the efforts of such individuals and to strengthen their desire to remain with the Company. A maximum of 1,500,000 shares of the Company's Common Stock is reserved for issuance under stock options to be issued under the 2009 Long-Term Stock Incentive Plan. The Plan permits the grant of incentive stock options, nonstatutory stock options and restricted stock awards. The 2009 Long-Term Stock Incentive Plan is administered by the Board of Directors or, at its direction, a Compensation Committee comprised of officers of the Company. Stock Purchase Options During the six months ended December 31, 2017, the Company did not issue any stock purchase options. During the fiscal year ended June 30, 2017, the Company issued 500,000 stock purchase options. The following table summarizes the changes in options outstanding of the Company during the six months ended December 31, 2017. Date Issued Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Balance June 30, 2017 525,000 $ 0.18 $ 0.16 4.31 $ 93,750 Granted - - - - - Exercised - - - - - Cancelled/Expired - - - - - Outstanding as of December 31, 2017 525,000 $ 0.18 $ 0.20 4.56 $ 93,750 Stock Purchase Warrants During the three and six months ended December 31, 2017, the Company issued warrants to purchase a total of , consisting of 75,000 warrants as part of a private placement valued at $6,019, 100,000 warrants as part of two valued at $13,398, 150,000 warrants as part additional consideration of a promissory note on November 2017 valued at $12,560 and an additional 150,000 warrants to modify the note later in November 2017 valued at $12,570, and 550,000 warrants in conjunction with extension of three promissory notes valued at $54,491. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the The following table presents the assumptions used to estimate the fair values of the stock warrants and options granted: December 31, 2017 June 30, 2017 Expected volatility 105-190% 92-126% Expected dividends 0% 0% Expected term 0-5 Years 0-5 Years Risk-free interest rate 0.96-2.09% 0.74-1.89% The following table summarizes the changes in warrants outstanding issued to employees and non-employees of the Company during the three and six months ended December 31, 2017. Number of Warrants Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Outstanding as of June 30, 2017 39,927,097 $ 0.38 $ 0.45 3.38 $ 15,144,835 Granted 1,025,000 0.17 0.07 3.26 176,250 Exercised - - - - - Cancelled/Expired (177,500 ) 0.48 - - (85,000 ) Outstanding as of December 31, 2017 40,774,597 $ 0.37 $ 0.40 2.94 $ 15,236,085 |
9. FINANCIAL INSTRUMENTS
9. FINANCIAL INSTRUMENTS | 6 Months Ended |
Dec. 31, 2017 | |
Financial Instruments | |
9. FINANCIAL INSTRUMENTS | The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a multinomial lattice model as of December 31, 2017 and June 30, 2017. The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $767,822 and $(574), and derivative expense of $345,133 and $0 during the three and six months ended December 31, 2017 and 2016, respectively. As of December 31, 2017, and June 30, 2017, the fair market value of the derivatives aggregated $2,461,034 and $2,145,065, respectively, using the following assumptions: estimated 5-0 year term, estimated volatility of 189.87 -104.82%, and a discount rate of 2.09-0.96%. |
10. FAIR VALUE MEASUREMENTS
10. FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
10. FAIR VALUE MEASUREMENTS | For asset and liabilities measured at fair value, the Company uses the following hierarchy of inputs: ● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Liabilities measured at fair value on a recurring basis at December 31, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of derivatives $ - $ - $ 2,461,034 $ 2,461,034 Securities available-for-sale $ 58,800 $ - $ - $ 58,800 Level 1 Level 2 Level 3 Total Fair value of derivatives $ - $ - $ 2,145,065 $ 2,145,065 Securities available-for-sale $ 123,600 $ - $ - $ 123,600 |
11. COMMITMENTS AND CONTINGENCI
11. COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. COMMITMENTS AND CONTINGENCIES | Legal Proceedings The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. The Company is not a party to any litigation. To the best of the knowledge of our management, there are no material litigation matters pending or threatened against us. Lease Agreements We lease offices in Hollywood, California (located at 6671 Sunset Blvd., Suite 1520, 1518 and 1550, Hollywood, California, 90028) for corporate, research, engineering and mastering services. The lease expires on December 31, 2017. The total lease expense for the facility is approximately $17,220 per month, and the total remaining obligations under these leases at December 31, 2017, were approximately $52,722. We lease a warehouse space located at 8260 E Gelding Drive, Suite 102, Scottsdale, Arizona, 85260. The lease expires on February 28, 2019. The total lease expense for the facility is approximately $1,888 per month, and the total remaining obligations under this leases at December 31, 2017, were approximately $26,432. We lease corporate offices located at 7825 E Gelding Drive, Suite 101, Scottsdale, Arizona, 85260. The lease expires on April 30, 2021. The total lease expense for the facility is approximately $7,224 per month, and the total remaining obligations under this leases at December 31, 2017, were approximately $288,960. We lease corporate offices located at 7825 E Gelding Drive, Suite 103, Scottsdale, Arizona, 85260. The lease expires on April 30, 2021. The total lease expense for the facility is approximately $3,000 per month, and the total remaining obligations under this leases at December 31, 2017, were approximately $117,000. Below is a table summarizing the annual operating lease obligations over the next 5 years: Year Lease Payments 2018 72,672 2019 141,464 2020 131,475 2021 87,287 2022 - Total $ 445,266 Other The Company has not declared dividends on Series A or B Convertible Preferred Stock or its Series A-1 Convertible Preferred Stock. The cumulative dividends in arrears through December 31, 2017 were approximately $1,021,672. As of the date of this filing, the Company has not filed its tax return for the fiscal year ended 2015, 2016, and 2017. |
12. INVENTORIES
12. INVENTORIES | 6 Months Ended |
Dec. 31, 2017 | |
Inventories | |
12. INVENTORIES | Inventories are stated at the first in first out and consisted of the following: December 31, 2017 June 30, 2017 Components $ 340,389 $ 159,017 Finished Goods — — Allowance / Reserve — (54,126 ) Totals $ 340,389 $ 104,891 |
13. SUBSEQUENT EVENTS
13. SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
13. SUBSEQUENT EVENTS | In accordance with ASC 855, Company’s management reviewed all material events through the date of this filing and determined that there were the following material subsequent events to report: On January 10, 2018, the Company issued a convertible note to an unrelated company for $115,000 that matures on October 10, 2018. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at the lesser of $0.12 or 57.5% of the lowest closing bid 30 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates that these shares, if issued, are not indexed to the Company’s own stock and, therefore, is an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. As additional consideration the Company also issued 150,000 three year warrants with an exercise price of $0.12 per share valued at $11,455. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . On October 31, 2017, the Company issued a secured promissory note to an unrelated party for $255,000, that matures on February 28, 2018. The note bears 2.5% interest per month. The note is to be paid back the greater of $1,000 per day and $75 per unit sold commencing 31 days after closing, the greater of $1,500 per day and $75 per unit sold commencing 61 days after closing, the greater of $2,000 per day and $75 per unit sold commencing 91 days after closing. The note was amended on January 2, 2018, to allow the Company to redeem 80% of the principal and accrued interest as well as the orderly sale of shares of common stock to extend the conversion rights from 225 days to 275 days, in consideration of the extension the Company paid $26,500 The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On February 23, 2017, the Company issued a convertible note to an unrelated company for $149,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, that this percentage discount (variable) exercise price indicates is an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by paying $10,000 of principal and $1,400 of accrued interest on October 23, 2017 to November 24, 2017 and extend the maturity date to February 21, 2018. The Company extended the possibility to convert date by paying $10,000 of principal and $4,000 of accrued interest on November 29, 2017 to December 22, 2017. The Company extended the possibility to convert date by paying $10,000 of principal on December 21, 2017 to January 16, 2018. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On February 23, 2017, the Company issued a convertible note to an unrelated company for $224,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 90,000 warrants valued at $11,720 on September 8, 2017 to November 2, 2017. The Company extended the possibility to convert date by paying $10,000 of principal and $2,100 of accrued interest on October 23, 2017 to November 24, 2017 and extend the maturity date to February 21, 2018. The Company extended the possibility to convert date by paying $20,000 of principal and $6,000 of accrued interest on November 29, 2017 to December 22, 2017. The Company extended the possibility to convert date by paying $15,000 of principal on December 21, 2017 to January 16, 2018. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On August 2, 2017, the Company issued a convertible note to an unrelated company for $60,500, which includes proceeds of $55,000, and $5,500 in OID, that matures on August 2, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On January 4, 2018, the Company paid the entire principal balance of $60,500 and $12,640 in accrued interest. On January 4, 2018, the Company issued a convertible note to an unrelated party for $53,000 that matures on July 16, 2018. The note bears 12% interest per annum. The note is convertible into shares of the Company’s common stock at 61% of the lowest closing bids 15 days prior to the conversion per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . |
14. RESTATEMENT OF INTERIM COND
14. RESTATEMENT OF INTERIM CONDENSED FINANCIAL STATEMENTS | 6 Months Ended |
Dec. 31, 2017 | |
Restatement Of Interim Condensed Financial Statements | |
14. CORRECTION OF INTERIM CONDENSED FINANCIAL STATEMENTS | This Amendment No. 1 to recognize cost of sales related to the sale of 4,000 units for a total cost of $400,000 to its manufacturer that was recorded in the three-month ended December 31, 2017. The sales of the 4,000 units took place during the quarter ending September 30, 2017 therefore the cost of sales should have been recorded in the same period. (ii) As part of the 4,000 units transaction the manufacture agreed to extinguish $525,000 of accounts payable, for the relief of the $400,000 in accounts receivable, which resulted in a gain of $125,000. In the quarter ending December 31, 2017, the company sold an additional 1,000 units for a total sale of $120,000 to the same manufacture as the September 30, 2017 transaction referenced above. The transaction eliminated $90,000 in accounts receivable and accounts payable, resulting in a net gain of $30,000. (ii) as part of the 1,000 units transaction the company transferred consigned inventory in the amount of $142,389 which the company mistakenly wrote off the inventory to cost of good sold, in the December 30, 2017 amendment the company corrected the removal of the inventory and the overstatement of cost of good sold. (iii) The manufacture also had inventory in the amount of $198,000 that the company did not account for in the original filed 10Q. The effects of these corrections on the interim consolidated financial statements were: AFTERMASTER, INC. Consolidated Balance Sheets December 31, December 31, 2017 2017 As Reported Correction As Restated Accounts receivable 559,714 (490,000) 69,714 Inventory, net - 340,389 340,389 Total Current Assets 1,227,336 (149,611) 1,077,725 Total Assets $ 1,549,948 $ (149,611) $ 1,400,337 Accounts payable and other accrued expenses $ 1,019,799 $ (417,000) $ 602,799 Total Current Liabilities 12,140,125 (417,000) 11,723,125 Total Liabilities 12,140,125 (417,000) 11,723,125 Accumulated Deficit (75,424,449) 267,389 (75,157,060) Total Stockholders' Deficit (10,590,177) 267,389 (10,322,788) Total Liabilities and Stockholders' Deficit $ 1,549,948 $ (149,611) $ 1,400,337 AFTERMASTER, INC. Consolidated Statements of Operations (Unaudited) For the Three For the Three Months Ended Months Ended December 31, December 31, 2017 2017 As Reported As Reported Correction As Restated Cost of Revenues (Exclusive of Depreciation and Amortization) 987,401 (542,389) 445,012 Total Costs and Expenses 1,905,227 (542,389) 1,362,838 Loss from Operations (1,570,161) 542,389 (1,027,772) Gain on Extinguishment of Debt - - - Total Other Expense 163,954 20,210 184,164 Loss Before Income Taxes (1,406,207) 562,599 (843,608) NET LOSS $ (1,406,207) $ 562,599 $ (843,608) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (1,462,574) $ 562,599 $ (899,975) Basic and diluted Loss Per Share of Common Stock $ (0.01) $ 0.00 $ (0.01) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS (1,462,574) 562,599 (899,975) COMPREHENSIVE LOSS $ (1,541,714) $ 652,599 $ (889,115) For the Six For the Six Months Ended Months Ended December 31, December 31, 2017 2017 As Reported Correction As Restated Cost of Revenues (Exclusive of Depreciation and Amortization) 1,143,729 (142,389) 1,001,340 Total Costs and Expenses 2,982,352 (142,389) 2,839,963 Loss from Operations (2,031,890) 142,389 (1,889,501) Gain on Extinguishment of Debt (34,958) 125,000 90,042 Total Other Expense (1,089,008) 125,000 (964,008) Loss Before Income Taxes (3,120,898) 267,389 (2,853,509) NET LOSS $ (3,120,898) $ 267,389 $ (2,853,509) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (3,233,632) $ 267,389 $ (2,966,243) Basic and diluted Loss Per Share of Common Stock $ (0.03) $ 0.01 $ (0.02) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS (3,233,632) 267,389 (2,966,243) COMPREHENSIVE LOSS $ (3,298,432) $ 267,389 $ (3,031,043) AFTERMASTER, INC. Consolidated Statements of Cash Flows (Unaudited) For the Six For the Six Months Ended Months Ended December 31, December 31, 2017 2017 As Reported Correction As Restated Net Loss $ (3,120,890) $ 267,381 $ (2,853,509) (Gain)/Loss on extinguishment of debt 34,958 (125,000) (90,042) Accounts receivables (462,611) 490,000 27,389 Inventory 104,891 (340,389) (235,498) Accounts payable and accrued expenses 565,241 (292,000) 273,241 Net Cash Used in Operating Activities (1,427,304) - (1,427,304) |
3. SUMMARY OF SIGNIFICANT ACC20
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the allowance for doubtful accounts and the fair value of certain financial instruments. |
Principles of Consolidation | The consolidated financial statements include the accounts of AfterMaster, Inc. and its subsidiaries. All significant inter-Company accounts and transactions have been eliminated. |
Investments | Our available for securities are considered Level 1. Realized gains and losses on these securities are included in “Other income (expense) – net” in the consolidated statements of operations using the specific identification method. Unrealized gains and losses, on available-for-sale securities are recorded in accumulated other comprehensive income (accumulated OCI). Unrealized losses that are considered other than temporary are recorded in other income (expense) – net, with the corresponding reduction to the carrying basis of the investment. Our short-term investments are recorded at amortized cost, and the respective carrying amounts approximate fair values. Our available for securities maturing within one year are recorded in “Other current assets,” on the balance sheets. |
Accounts Receivables | Accounts receivables are stated at amounts management expects to collect. An allowance for doubtful accounts is provided for uncollectible receivables based upon management's evaluation of outstanding accounts receivable at each reporting period considering historical experience and customer credit quality and delinquency status. Delinquency status is determined by contractual terms. Bad debts are written off against the allowance when identified. |
Fair Value Instruments | Cash is the Company’s only financial asset or liability required to be recognized at fair value and is measured using quoted prices for active markets for identical assets (Level 1 fair value hierarchy). The carrying amounts reported in the balance sheets for notes receivable and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Market prices are not available for the Company’s loans due to related parties or its other notes payable, nor are market prices of similar loans available. The Company determined that the fair value of the notes payable based on its amortized cost basis due to the short-term nature and current borrowing terms available to the Company for these instruments. |
Derivative Liabilities | The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. Using this sequencing policy, the Company used this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to July 5, 2016 until the note was converted on the same day were derivative liabilities. The Company again used this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to August 19, 2016 until the note was converted on August 22, 2016 were derivative liabilities. The Company entered into multiple amendments to a note payable to extend the maturity date (the Amendments). The Company agreed to additional $30,000 extension fees which were converted at a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. This creates a situation where the Company no longer has shares enough available to “cover” all potential equity issuance obligations during the period of issuance until conversion. On February 3, 2017, the company entered into a note payable with an unrelated party at a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. Accordingly, all convertible instruments issued after February 3, 2017 are considered derivatives according to the Company’s sequencing policy. The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. |
Income Taxes | There is no income tax provision for the three and six months ended December 31, 2017 and 2016 due to net operating losses for which there is no benefit currently available. At December 31, 2017, the Company had deferred tax assets associated with state and federal net operating losses. The Company has recorded a corresponding full valuation allowance as it is more likely than not that some portion of all of the deferred tax assets will not be realized. |
Revenue Recognition | The Company applies the provisions of FASB ASC 605, Revenue Recognition in Financial Statements The Company's revenues are generated from AfterMaster products and services, AfterMaster Pro, sessions revenue, and remastering. Revenues related to AfterMaster Pro sells through consumer retail distribution channels and through our website. For sales through consumer retail distribution channels, revenue recognition occurs when title and risk of loss have transferred to the customer which usually occurs upon shipment to the customers. We established allowances for expected product returns and these allowances are recorded as a direct reduction to revenue. Return allowances are based on our historical experience. Revenues related to sessions and remastering are recognized when the event occurred. |
Cost of Revenues | The Company’s cost of revenues includes employee costs, and other nominal amounts. Costs associated with products are recognized at the time of the sale and when the inventory is shipped. Costs incurred to provide services are recognized as cost of sales as incurred. Depreciation is not included within cost of revenues. |
Loss Per Share | Basic loss per Common Share is computed by dividing losses attributable to Common shareholders by the weighted-average number of shares of Common Stock outstanding during the period. The losses attributable to Common shareholders was increased for accrued and deemed dividends on Preferred Stock during the six months ended December 31, 2017 and 2016 of $112,734 and $87,858, respectively. Diluted earnings per Common Share is computed by dividing net loss attributable to Common shareholders by the weighted-average number of Shares of Common Stock outstanding during the period increased to include the number of additional Shares of Common Stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible Preferred Stock, stock options, warrants, and convertible debt. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s Common Stock can result in a greater dilutive effect from potentially dilutive securities. For the six months ended December 31, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock, and convertible debt) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 90,410,737 and 26,336,572 at December 31, 2017 and 2016, respectively. |
Recent Accounting Pronouncements | Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
4. SECURITIES AVAILABLE-FOR-S21
4. SECURITIES AVAILABLE-FOR-SALE (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Securities Available-for-sale Tables | |
Securities available-for-sale | December 31, 2017 Amortized cost Gross unrealized gains Gross unrealized losses Gross realized gains Gross realized losses Fair value Equity securities $ 123,600 $ - $ (64,800) $ - $ - $ 58,800 June 30, 2017 Amortized cost Gross unrealized gains Gross unrealized losses Gross realized gains Gross realized losses Fair value Equity securities $ 63,600 $ 60,000 $ - $ - $ - $ 123,600 |
5. NOTES PAYABLE (Tables)
5. NOTES PAYABLE (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable-Related Parties | Convertible Notes Payable – Related Parties December 31, June 30, 2017 2017 Various term notes with total face value of $3,925,000 issued from February 2010 to April 2013, interest rates range from 10% to 15%, net of unamortized discount of $0 as of December 31, 2017 and June 30, 2017. $ 3,925,000 $ 3,925,000 $30,000 face value, issued in August 2016, interest rate of 0%, matures January 2017, a gain on extinguishment of debt was recorded totaling $3,818 net unamortized discount of $0 as of December 31, 2017 and June 30, 2017. 30,000 26,182 $10,000 face value, issued in November 2017, interest rate of 0%, matures November 2018,net amortized discount of $0 as of December 31, 2017. 10,000 - $25,000 face value, issued in December 2017, interest rate of 0%, matures December 2018, net amortized discount of $3,750 as of December 31, 2017. 21,250 - Total convertible notes payable – related parties 3,986,250 3,951,182 Less current portion 3,986,250 3,951,182 Convertible notes payable – related parties, long-term $ - $ - |
Schedule of Convertible Notes Payable-Non-Related Parties | Convertible Notes Payable - Non-Related Parties December 31, June 30, 2017 2017 $7,000 face value, issued in July 2014, interest rate of 6%, matures October 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. $ 7,000 $ 7,000 $600,000 face value, issued in November 2015, interest rate of 0%, an OID of $190,000, matures January 2018, net unamortized discount of $0 of J December 31, 2017 and June 30, 2017, respectively, of which $260,000 has been paid. 430,000 430,000 $100,000 face value, issued in February 2016, interest rate of 10%, matures March 2018, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 100,000 100,000 $25,000 face value, issued in February 2016, interest rate of 10%, matures February 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 25,000 25,000 $100,000 face value, issued in March 2016, interest rate of 10%, matures June 2017, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 100,000 100,000 $10,000 face value, issued in March 2016, interest rate of 10%, matures March 2018, net unamortized discount $0 of December 31, 2017 and June 30, 2017, respectively. 10,000 10,000 $50,000 face value, issued in July 2016, interest rate of 0%, matures October 2017, net unamortized discount of $0 of December 31, 2017 and June 30, 2017, respectively. 50,000 50,000 $50,000 face value, issued in August 2016, interest rate of 0%, matures September which was amended to January 2018, net unamortized discount of $1,403 and $5,418 of December 31, 2017 and June 30, 2017, respectively. 48,597 44,582 $1,000,000 face value, issued in September 2016, interest rate of 10%, matures June 2018, net unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively. 1,000,000 1,000,000 $149,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $0 and $59,740 as of December 31, 2017 and June 30, 2017, respectively, of which $20,000 has been paid. 129,000 89,260 $224,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $32,452 and $119,795 as of December 31, 2017 and June 30, 2017, respectively, of which $30,000 has been paid. 194,000 104,205 $258,000 face value, issued in February 2017, interest rate of 12%, matures August 2017, net amortized discount of $0 and $48,464 as of December 31, 2017 and June 30, 2017, respectively, of which $258,000 has been paid. - 209,536 $55,000 face value, issued in June 2017, interest rate of 10%, matures January 2018, net amortized discount of $3,341 and $50,631 as of December 31, 2017 and June 30, 2017, respectively. 51,659 4,369 $100,000 face value, issued in June 2017, interest rate of 7%, matures June 2018, net amortized discount of $25,943 and $52,317 as of December 31, 2017 and June 30, 2017, respectively. 74,057 47,683 $265,000 face value, issued in May 2017, interest rate of 10%, matures February 2018, net amortized discount of $45,267 and $218,790 as of December 31, 2017 and June 30, 2017, respectively, of which $25,000 has been paid. 194,733 46,210 $78,000 face value, issued in July 2017, interest rate of 12%, matures May 2018, net amortized discount of $35,830 as of December 31, 2017. 42,170 - $50,000 face value, issued in August 2017, interest rate of 0%, matures October 2017, net amortized discount of $0 as of December 31, 2017, of which $34,000 has been converted and $16,000 was transferred to a new note - - $60,500 face value, issued in August 2017, interest rate of 12%, matures August 2018, net amortized discount of $35,471 as of December 31, 2017. 25,029 - $10,000 face value, issued in August 2017, interest rate of 0%, matures August 2018, net amortized discount of $4,499 as of December 31, 2017. 5,501 - $82,250 face value, issued in August 2017, interest rate of 12%, matures May 2018, net amortized discount of $41,125 as of December 31, 2017. 41,125 - $53,000 face value, issued in August 2017, interest rate of 12%, matures June 2018, net amortized discount of 29,115 as of December 31, 2017. 23,885 - $65,000 face value, issued in September 2017, interest rate of 12%, matures March 2018, net amortized discount of $24,061 as of December 31, 2017. 40,939 - $10,000 face value, issued in September 2017, interest rate of 10%, matures September 2018, net amortized discount of $6,959 as of December 31, 2017. 3,041 - $5,000 face value, issued in September 2017, interest rate of 0%, matures March 2018, net amortized discount of $2,092 as of December 31, 2017. 2,908 - $50,000 face value, issued in September 2017, interest rate of 0%, matures November 2017, net amortized discount of $0 as of December 31, 2017, of which $50,000 was transferred to a new note. - - $110,000 face value, issued in October 2017, interest rate of 10%, matures July 2018, net amortized discount of $79,377 as of December 31, 2017. 30,623 - $100,000 face value, issued in October 2017, interest rate of 10%, matures October 2018, net amortized discount of $55,740 as of December 31, 2017. 44,260 - $115,000 face value, issued in November 2017, interest rate of 10%, matures August 2018, net amortized discount of $106,110 as of December 31, 2017. 8,890 - $50,000 face value, issued in November 2017, interest rate of 10%, matures January 2018, net amortized discount of $3,190 as of December 31, 2017. 46,810 - $66,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $39,173 as of December 31, 2017. 26,827 - $100,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $89,041 as of December 31, 2017. 10,959 - $5,000 face value, issued in November 2017, interest rate of 10%, matures November 2018, net amortized discount of $4,310 as of December 31, 2017. 690 - $53,000 face value, issued in November 2017, interest rate of 12%, matures July 2018, net amortized discount of $45,396 as of December 31, 2017. 7,604 - $100,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $41,451 as of December 31, 2017. 58,549 - $20,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $9,567 as of December 31, 2017. 10,433 - $75,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $45,982 as of December 31, 2017. 29,018 - $20,000 face value, issued in December 2017, interest rate of 10%, matures December 2018, net amortized discount of $12,262 as of December 31, 2017. 7,738 - Total convertible notes payable – non-related parties 2,881,045 2,267,845 Less current portion 2,881,045 2,267,845 Convertible notes payable – non-related parties, long-term $ - $ - |
Schedule of Non-Convertible Notes Payable-Related Parties | Notes Payable – Related Parties December 31, June 30, 2017 2017 Various term notes with total face value of $627,500 issued from April 11 to June 17, interest rates range from 0% to 15%, net of unamortized discount of $0 as of December 31, 2017 and June 30, 2017, respectively, of which $45,000 has been paid. $ 600,000 $ 610,000 $18,000 face value, issued in September 2017, interest rate of 0%, matures November 2017. 18,000 - $15,000 face value, issued in October 2017, interest rate of 0%, matures October 2018. 15,000 - $35,000 face value, issued in December 2017, interest rate of 0%, matures December 2018, of which $35,000 has been paid. - - Total notes payable – related parties 633,000 610,000 Less current portion 633,000 610,000 Notes payable - related parties, long term $ - $ - |
Schedule of Non-Convertible Notes Payable-Non-Related Parties | Notes Payable – Non-Related Parties December 31, June 30, 2017 2017 Various term notes with total face value of $40,488 due upon demand, interest rates range from 0% to 14%. $ 40,488 $ 40,488 $52,000 face value, issued in August 2017, interest rate of 0%, matures October 2017 net of unamortized discount of $7,227 as of December 31, 2017. 52,000 - $52,000 face value, issued in August 2017, interest rate of 0%, matures October 2017 net of unamortized discount of $6,019 as of December 31, 2017. 45,981 - $81,000 face value, issued in September 2017, interest rate of 8% per month, matures March 2018 net of unamortized discount of $6,842 as of December 31, 2017, of which $12,000 has been paid. 62,158 - $255,000 face value, issued in October 2017, interest rate of 2.5% per month, matures February 2018 net of unamortized discount of $2,458 as of December 31, 2017, of which $4,000 has been paid. 248,542 - Total note payable – non-related parties 449,169 40,488 Less current portion 449,169 40,488 Notes payable – non-related parties, long-term $ - $ - |
6. CONVERTIBLE PREFERRED STOCK
6. CONVERTIBLE PREFERRED STOCK (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Convertible Preferred Stock Tables | |
Schedule of Preferred Stock | Shares Shares Liquidation Allocated Outstanding Preference Series A Convertible Preferred 100,000 15,500 - Series A-1 Convertible Preferred 3,000,000 2,735,000 3,789,815 Series B Convertible Preferred 200,000 3,500 35,000 Series C Convertible Preferred 1,000,000 13,404 - Series D Convertible Preferred 375,000 130,000 - Series E Convertible Preferred 1,000,000 275,000 - Series P Convertible Preferred 600,000 86,640 - Series S Convertible Preferred 50,000 - - Total Preferred Stock 6,325,000 3,259,044 $ 3,824,815 |
8. STOCK PURCHASE OPTIONS AND24
8. STOCK PURCHASE OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Schedule of options activity | Date Issued Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Balance June 30, 2017 525,000 $ 0.18 $ 0.16 4.31 $ 93,750 Granted - - - - - Exercised - - - - - Cancelled/Expired - - - - - Outstanding as of December 31, 2017 525,000 $ 0.18 $ 0.20 4.56 $ 93,750 |
Schedule of Assumptions Used to Estimate Fair Value | December 31, 2017 June 30, 2017 Expected volatility 105-190% 92-126% Expected dividends 0% 0% Expected term 0-5 Years 0-5 Years Risk-free interest rate 0.96-2.09% 0.74-1.89% |
Schedule of Warrants | Number of Warrants Weighted Average Exercise Price Weighted Average Grant Date Fair Value Expiration Date (yrs) Value if Exercised Outstanding as of June 30, 2017 39,927,097 $ 0.38 $ 0.45 3.38 $ 15,144,835 Granted 1,025,000 0.17 0.07 3.26 176,250 Exercised - - - - - Cancelled/Expired (177,500 ) 0.48 - - (85,000 ) Outstanding as of December 31, 2017 40,774,597 $ 0.37 $ 0.40 2.94 $ 15,236,085 |
10. FAIR VALUE MEASUREMENTS (Ta
10. FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements Tables | |
Schedule or fair value measurements | Level 1 Level 2 Level 3 Total Fair value of derivatives $ - $ - $ 2,461,034 $ 2,461,034 Securities available-for-sale $ 58,800 $ - $ - $ 58,800 Level 1 Level 2 Level 3 Total Fair value of derivatives $ - $ - $ 2,145,065 $ 2,145,065 Securities available-for-sale $ 123,600 $ - $ - $ 123,600 |
11. COMMITMENTS AND CONTINGEN26
11. COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual operating lease obligations | Year Lease Payments 2018 72,672 2019 141,464 2020 131,475 2021 87,287 2022 - Total $ 445,266 |
12. INVENTORIES (Tables)
12. INVENTORIES (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Inventories Tables | |
Inventory | December 31, 2017 June 30, 2017 Components $ 340,389 $ 159,017 Finished Goods — — Allowance / Reserve — (54,126 ) Totals $ 340,389 $ 104,891 |
14. RESTATEMENT OF INTERIM CO28
14. RESTATEMENT OF INTERIM CONDENSED FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Restatement Of Interim Condensed Financial Statements Tables | |
Schedule of corrections | AFTERMASTER, INC. Consolidated Balance Sheets December 31, December 31, 2017 2017 As Reported Correction As Restated Accounts receivable 559,714 (490,000) 69,714 Inventory, net - 340,389 340,389 Total Current Assets 1,227,336 (149,611) 1,077,725 Total Assets $ 1,549,948 $ (149,611) $ 1,400,337 Accounts payable and other accrued expenses $ 1,019,799 $ (417,000) $ 602,799 Total Current Liabilities 12,140,125 (417,000) 11,723,125 Total Liabilities 12,140,125 (417,000) 11,723,125 Accumulated Deficit (75,424,449) 267,389 (75,157,060) Total Stockholders' Deficit (10,590,177) 267,389 (10,322,788) Total Liabilities and Stockholders' Deficit $ 1,549,948 $ (149,611) $ 1,400,337 AFTERMASTER, INC. Consolidated Statements of Operations (Unaudited) For the Three For the Three Months Ended Months Ended December 31, December 31, 2017 2017 As Reported As Reported Correction As Restated Cost of Revenues (Exclusive of Depreciation and Amortization) 987,401 (542,389) 445,012 Total Costs and Expenses 1,905,227 (542,389) 1,362,838 Loss from Operations (1,570,161) 542,389 (1,027,772) Gain on Extinguishment of Debt - - - Total Other Expense 163,954 20,210 184,164 Loss Before Income Taxes (1,406,207) 562,599 (843,608) NET LOSS $ (1,406,207) $ 562,599 $ (843,608) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (1,462,574) $ 562,599 $ (899,975) Basic and diluted Loss Per Share of Common Stock $ (0.01) $ 0.00 $ (0.01) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS (1,462,574) 562,599 (899,975) COMPREHENSIVE LOSS $ (1,541,714) $ 652,599 $ (889,115) For the Six For the Six Months Ended Months Ended December 31, December 31, 2017 2017 As Reported Correction As Restated Cost of Revenues (Exclusive of Depreciation and Amortization) 1,143,729 (142,389) 1,001,340 Total Costs and Expenses 2,982,352 (142,389) 2,839,963 Loss from Operations (2,031,890) 142,389 (1,889,501) Gain on Extinguishment of Debt (34,958) 125,000 90,042 Total Other Expense (1,089,008) 125,000 (964,008) Loss Before Income Taxes (3,120,898) 267,389 (2,853,509) NET LOSS $ (3,120,898) $ 267,389 $ (2,853,509) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (3,233,632) $ 267,389 $ (2,966,243) Basic and diluted Loss Per Share of Common Stock $ (0.03) $ 0.01 $ (0.02) NET LOSS AVAILABLE TO COMMON SHAREHOLDERS (3,233,632) 267,389 (2,966,243) COMPREHENSIVE LOSS $ (3,298,432) $ 267,389 $ (3,031,043) AFTERMASTER, INC. Consolidated Statements of Cash Flows (Unaudited) For the Six For the Six Months Ended Months Ended December 31, December 31, 2017 2017 As Reported Correction As Restated Net Loss $ (3,120,890) $ 267,381 $ (2,853,509) (Gain)/Loss on extinguishment of debt 34,958 (125,000) (90,042) Accounts receivables (462,611) 490,000 27,389 Inventory 104,891 (340,389) (235,498) Accounts payable and accrued expenses 565,241 (292,000) 273,241 Net Cash Used in Operating Activities (1,427,304) - (1,427,304) |
2. GOING CONCERN (Details Narra
2. GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (75,157,060) | $ (72,303,551) |
Working capital | $ (10,912,789) |
3. SUMMARY OF SIGNIFICANT ACC30
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||||
Preferred Stock Accretion and Dividends | $ (56,367) | $ (45,620) | $ (112,734) | $ (87,858) |
Potentially dilutive common shares excluded | 90,410,737 | 26,336,572 | 90,410,737 | 26,336,572 |
4. SECURITIES AVAILABLE-FOR-S31
4. SECURITIES AVAILABLE-FOR-SALE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jun. 30, 2017 | |
Fair value | $ 58,800 | $ 123,600 |
Securities Available-for-sale | ||
Amortized cost | 123,600 | 63,600 |
Gross unrealized gains | 0 | 60,000 |
Gross unrealized losses | (64,800) | 0 |
Gross realized gains | 0 | 0 |
Gross realized losses | 0 | 0 |
Fair value | $ 58,800 | $ 123,600 |
5. NOTES PAYABLE (Details)
5. NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Total convertible notes payable - related parties | $ 3,986,250 | $ 3,951,182 | |
Less current portion | 3,990,000 | 3,951,182 | |
Convertible related party notes payable, net of current portion | 0 | 0 | |
Convertible Notes Payable One [Member] | |||
Total convertible notes payable - related parties | 3,925,000 | 3,925,000 | |
Convertible Notes Payable Two [Member] | |||
Total convertible notes payable - related parties | 30,000 | $ 26,182 | |
Convertible Notes Payable Three [Member] | |||
Total convertible notes payable - related parties | 10,000 | $ 0 | |
Convertible Notes Payable Four [Member] | |||
Total convertible notes payable - related parties | $ 21,250 | $ 0 |
5. NOTES PAYABLE (Details 1)
5. NOTES PAYABLE (Details 1) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Less current portion | $ 2,877,295 | $ 2,267,845 |
Convertible notes payable - non-related parties, long-term | 0 | 0 |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable - non-related parties | 7,000 | 7,000 |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable - non-related parties | 430,000 | 430,000 |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable - non-related parties | 100,000 | 100,000 |
Convertible Notes Payable Four [Member] | ||
Total convertible notes payable - non-related parties | 25,000 | 25,000 |
Convertible Notes Payable Five [Member] | ||
Total convertible notes payable - non-related parties | 100,000 | 100,000 |
Convertible Notes Payable Six [Member] | ||
Total convertible notes payable - non-related parties | 10,000 | 10,000 |
Convertible Notes Payable Seven [Member] | ||
Total convertible notes payable - non-related parties | 50,000 | 50,000 |
Convertible Notes Payable Eight [Member] | ||
Total convertible notes payable - non-related parties | 48,597 | 44,582 |
Convertible Notes Payable Nine [Member] | ||
Total convertible notes payable - non-related parties | 1,000,000 | 1,000,000 |
Convertible Notes Payable Ten [Member] | ||
Total convertible notes payable - non-related parties | 129,000 | 89,260 |
Convertible Notes Payable Eleven [Member] | ||
Total convertible notes payable - non-related parties | 194,000 | 104,205 |
Convertible Notes Payable Twelve [Member] | ||
Total convertible notes payable - non-related parties | 0 | 209,536 |
Convertible Notes Payable Thirteen [Member] | ||
Total convertible notes payable - non-related parties | 51,659 | 4,369 |
Convertible Notes Payable Fourteen [Member] | ||
Total convertible notes payable - non-related parties | 74,057 | 47,683 |
Convertible Notes Payable Fifteen [Member] | ||
Total convertible notes payable - non-related parties | 194,733 | 46,210 |
Convertible Notes Payable Sixteen [Member] | ||
Total convertible notes payable - non-related parties | 42,170 | 0 |
Convertible Notes Payable Seventeen [Member] | ||
Total convertible notes payable - non-related parties | 0 | 0 |
Convertible Notes Payable Eighteen [Member] | ||
Total convertible notes payable - non-related parties | 250,029 | 0 |
Convertible Notes Payable Nineteen [Member] | ||
Total convertible notes payable - non-related parties | 5,501 | 0 |
Convertible Notes Payable Twenty [Member] | ||
Total convertible notes payable - non-related parties | 41,125 | 0 |
Convertible Notes Payable Twenty One [Member] | ||
Total convertible notes payable - non-related parties | 23,885 | 0 |
Convertible Notes Payable Twenty Two [Member] | ||
Total convertible notes payable - non-related parties | 40,939 | 0 |
Convertible Notes Payable Twenty Three [Member] | ||
Total convertible notes payable - non-related parties | 3,041 | 0 |
Convertible Notes Payable Twenty Four [Member] | ||
Total convertible notes payable - non-related parties | 2,908 | 0 |
Convertible Notes Payable Twenty Five [Member] | ||
Total convertible notes payable - non-related parties | 0 | 0 |
Convertible Notes Payable Twenty Six [Member] | ||
Total convertible notes payable - non-related parties | 30,623 | 0 |
Convertible Notes Payable Twenty Seven [Member] | ||
Total convertible notes payable - non-related parties | 44,260 | 0 |
Convertible Notes Payable Twenty Eight [Member] | ||
Total convertible notes payable - non-related parties | 8,890 | 0 |
Convertible Notes Payable Twenty Nine [Member] | ||
Total convertible notes payable - non-related parties | 46,810 | 0 |
Convertible Notes Payable Thirty [Member] | ||
Total convertible notes payable - non-related parties | 26,827 | 0 |
Convertible Notes Payable Thirty One [Member] | ||
Total convertible notes payable - non-related parties | 10,959 | 0 |
Convertible Notes Payable Thirty Two [Member] | ||
Total convertible notes payable - non-related parties | 690 | 0 |
Convertible Notes Payable Thirty Three [Member] | ||
Total convertible notes payable - non-related parties | 7,604 | 0 |
Convertible Notes Payable Thirty Four [Member] | ||
Total convertible notes payable - non-related parties | 58,549 | 0 |
Convertible Notes Payable Thirty Five [Member] | ||
Total convertible notes payable - non-related parties | 10,433 | 0 |
Convertible Notes Payable Thirty Six [Member] | ||
Total convertible notes payable - non-related parties | 29,018 | 0 |
Convertible Notes Payable Thirty Seven [Member] | ||
Total convertible notes payable - non-related parties | 7,738 | 0 |
Convertible Notes Payable [Member] | ||
Total convertible notes payable - non-related parties | $ 2,881,045 | $ 2,267,845 |
5. NOTES PAYABLE (Details 2)
5. NOTES PAYABLE (Details 2) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Notes payable - related parties | $ 633,000 | $ 610,000 |
Less current portion | 633,000 | 610,000 |
Notes payable - related parties, long term | 0 | 0 |
Convertible Notes Payable One [Member] | ||
Notes payable - related parties | 600,000 | 610,000 |
Convertible Notes Payable Two [Member] | ||
Notes payable - related parties | 18,000 | 0 |
Convertible Notes Payable Three [Member] | ||
Notes payable - related parties | 15,000 | 0 |
Convertible Notes Payable Four [Member] | ||
Notes payable - related parties | $ 0 | $ 0 |
5. NOTES PAYABLE (Details 3)
5. NOTES PAYABLE (Details 3) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Note payable - non-related parties | $ 449,169 | $ 40,488 |
Less current portion | 449,169 | 40,488 |
Notes payable - non-related parties, long-term | 0 | 0 |
Convertible Notes Payable One [Member] | ||
Note payable - non-related parties | 40,488 | 40,488 |
Convertible Notes Payable Two [Member] | ||
Note payable - non-related parties | 52,000 | 0 |
Convertible Notes Payable Three [Member] | ||
Note payable - non-related parties | 45,981 | 0 |
Convertible Notes Payable Four [Member] | ||
Note payable - non-related parties | 62,158 | 0 |
Convertible Notes Payable Five [Member] | ||
Note payable - non-related parties | $ 248,543 | $ 0 |
6. CONVERTIBLE PREFERRED STOC36
6. CONVERTIBLE PREFERRED STOCK (Details) | Dec. 31, 2017shares |
Shares Allocated | |
Series A Convertible Preferred | 100,000 |
Series A-1 Convertible Preferred | 3,000,000 |
Series B Convertible Preferred | 200,000 |
Series C Convertible Preferred | 1,000,000 |
Series D Convertible Preferred | 375,000 |
Series E Convertible Preferred | 1,000,000 |
Series P Convertible Preferred | 600,000 |
Series S Convertible Preferred | 50,000 |
Total Preferred Stock | 6,325,000 |
Shares Outstanding | |
Series A Convertible Preferred | 15,500 |
Series A-1 Convertible Preferred | 2,735,000 |
Series B Convertible Preferred | 3,500 |
Series C Convertible Preferred | 13,404 |
Series D Convertible Preferred | 130,000 |
Series E Convertible Preferred | 275,000 |
Series P Convertible Preferred | 86,640 |
Series S Convertible Preferred | 0 |
Total Preferred Stock | 3,259,044 |
Liquidation Preference | |
Series A Convertible Preferred | 0 |
Series A-1 Convertible Preferred | 3,789,815 |
Series B Convertible Preferred | 35,000 |
Series C Convertible Preferred | 0 |
Series D Convertible Preferred | 0 |
Series E Convertible Preferred | 0 |
Series P Convertible Preferred | 0 |
Series S Convertible Preferred | 0 |
Total Preferred Stock | 3,824,815 |
6. CONVERTIBLE PREFERRED STOC37
6. CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||||
Dividends on preferred stock | $ 112,734 | $ 87,858 | $ 112,734 | $ 87,858 |
Dividends in arrears | $ 1,021,672 |
7. COMMON STOCK (Details Narrat
7. COMMON STOCK (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Text Block [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, authorized shares | 250,000,000 | 250,000,000 | |
Common stock, issued shares | 126,900,921 | 118,486,728 | |
Common stock, outstanding shares | 126,900,921 | 118,486,728 | |
Common shares issue for cash, shares | 2,200,000 | ||
Common shares issue for cash, value | $ 222,750 | ||
Common stock issued for conversion of notes and accrued interest, shares | 340,000 | 848,755 | |
Common stock issued for conversion of notes and accrued interest, value | $ 34,000 | $ 190,164 | |
Common stock issued as incentive to notes, shares | 3,010,506 | 100,000 | |
Common stock issued as incentive to notes, value | $ 192,896 | $ 33,349 | |
Common stock issued for services and rent, shares | 120,000 | 1,149,860 | |
Common stock issued for services and rent value | $ 22,800 | $ 451,130 | |
Common stock issued for the extension of convertible note, shares | 115,000 | ||
Common stock issued for the extension of convertible note, value | $ 16,897 | ||
Common Stock issued for the conversion warrants, shares | 3,020,750 | ||
Common Stock issued for the conversion warrants, value | $ 906,225 | ||
Share based compensation to employees and non-employees, shares | 1,348,525 | 575,951 | |
Share based compensation to employees and non-employees, value | $ 187,623 | $ 218,538 | |
Common stock issued for interest expense on outstanding notes payable, shares | 1,280,162 | 1,025,888 | |
Common stock issued for interest expense on outstanding notes payable, value | $ 217,628 | $ 390,073 |
8. STOCK PURCHASE OPTIONS AND39
8. STOCK PURCHASE OPTIONS AND WARRANTS (Details) | 6 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Stock Purchase Options And Warrants Details 2 | |
Number of Options/Warrants Outstanding | shares | 525,000 |
Number of Warrants Granted | shares | 0 |
Number of Warrants Exercised | shares | 0 |
Number of Warrants Canceled/Expired | shares | 0 |
Number of Options/Warrants Outstanding | shares | 525,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ .18 |
Weighted Average Exercise Price Granted | 0 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Canceled/Expired | 0 |
Weighted Average Exercise Price Outstanding, Ending | .18 |
Weighted Average Grant Date Fair Value Outstanding beginning | .16 |
Weighted Average Grant Date Fair Value Outstanding, granted | 0 |
Weighted Average Grant Date Fair Value Outstanding, exercised | 0 |
Weighted Average Grant Date Fair Value Outstanding, cancelled | 0 |
Weighted Average Grant Date Fair Value Outstanding, ending | $ .20 |
Expiration Date outstanding, beginning | 4 years 3 months 22 days |
Expiration Date outstanding, ending | 4 years 6 months 22 days |
Value if Exercised, Beginning | $ | $ 93,750 |
Value if Exercised, Granted | $ | 0 |
Value if Exercised | $ | 0 |
Value if Exercised, Cancelled | $ | 0 |
Value if Exercised, Ending | $ | $ 93,750 |
8. STOCK PURCHASE OPTIONS AND40
8. STOCK PURCHASE OPTIONS AND WARRANTS (Details 1) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jun. 30, 2017 | |
Stock Purchase Options And Warrants Details 1 | ||
Expected volatility, minimum | 105.00% | 92.00% |
Expected volatility, maximum | 190.00% | 126.00% |
Expected dividends | 0.00% | 0.00% |
Expected term, minimum | 0 years | 0 years |
Expected term, maximum | 5 years | 5 years |
Risk-free interest rate, minimum | 0.96% | 0.74% |
Risk-free interest rate, maximum | 2.09% | 1.89% |
8. STOCK PURCHASE OPTIONS AND41
8. STOCK PURCHASE OPTIONS AND WARRANTS (Details 2) | 6 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Number of Options/Warrants Outstanding | shares | 525,000 |
Number of Options/Warrants Granted | shares | 0 |
Number of Options/Warrants Exercised | shares | 0 |
Number of Options/Warrants Canceled/Expired | shares | 0 |
Number of Options/Warrants Outstanding | shares | 525,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ .18 |
Weighted Average Exercise Price Granted | 0 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Canceled/Expired | 0 |
Weighted Average Exercise Price Outstanding, Ending | .18 |
Weighted Average Grant Date Fair Value Outstanding beginning | .16 |
Weighted Average Grant Date Fair Value Outstanding, granted | 0 |
Weighted Average Grant Date Fair Value Outstanding, exercised | 0 |
Weighted Average Grant Date Fair Value Outstanding, cancelled | 0 |
Weighted Average Grant Date Fair Value Outstanding, ending | $ .20 |
Expiration Date outstanding, beginning | 4 years 3 months 22 days |
Expiration Date, ending | 4 years 6 months 22 days |
Value if Exercised, Beginning | $ | $ 93,750 |
Value if Exercised, Granted | $ | 0 |
Value if Exercised | $ | 0 |
Value if Exercised, Cancelled/Expired | $ | 0 |
Value if Exercised, Ending | $ | $ 93,750 |
Stock Options | |
Number of Options/Warrants Outstanding | shares | 39,927,097 |
Number of Options/Warrants Granted | shares | 1,025,000 |
Number of Options/Warrants Exercised | shares | 0 |
Number of Options/Warrants Canceled/Expired | shares | (177,500) |
Number of Options/Warrants Outstanding | shares | 40,774,597 |
Weighted Average Exercise Price Outstanding, Beginning | $ .38 |
Weighted Average Exercise Price Granted | .17 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Canceled/Expired | .48 |
Weighted Average Exercise Price Outstanding, Ending | .37 |
Weighted Average Grant Date Fair Value Outstanding beginning | .45 |
Weighted Average Grant Date Fair Value Outstanding, granted | .07 |
Weighted Average Grant Date Fair Value Outstanding, exercised | 0 |
Weighted Average Grant Date Fair Value Outstanding, cancelled | 0 |
Weighted Average Grant Date Fair Value Outstanding, ending | $ .40 |
Expiration Date outstanding, beginning | 3 years 4 months 17 days |
Expiration Date, granted | 3 years 3 months 4 days |
Expiration Date, ending | 2 years 11 months 8 days |
Value if Exercised, Beginning | $ | $ 15,144,835 |
Value if Exercised, Granted | $ | 176,250 |
Value if Exercised | $ | 0 |
Value if Exercised, Cancelled/Expired | $ | (85,000) |
Value if Exercised, Ending | $ | $ 15,236,085 |
8. STOCK PURCHASE OPTIONS AND42
8. STOCK PURCHASE OPTIONS AND WARRANTS (Details Narrative) - shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jun. 30, 2017 | |
Notes to Financial Statements | ||
Stock purchase options issued | 0 | 500,000 |
9. FINANCIAL INSTRUMENTS (Detai
9. FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Gain (loss) from derivative instruments | $ 767,822 | $ (574) | $ 767,822 | $ (574) | |
Derivative expense | 345,133 | $ 0 | 345,133 | $ 0 | |
Fair market value of the derivatives | $ 2,145,065 | $ 2,145,065 | $ 2,145,065 | ||
Minimum [Member] | |||||
Estimated term | 0 years | ||||
Estimated volatility | 104.82% | ||||
Discount rate | 0.96% | ||||
Maximum [Member] | |||||
Estimated term | 5 years | ||||
Estimated volatility | 189.87% | ||||
Discount rate | 2.09% |
10. FAIR VALUE MEASUREMENTS (De
10. FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Fair value of derivatives | $ 2,461,034 | $ 2,145,065 |
Securities available-for-sale | 58,800 | 123,600 |
Level 1 [Member] | ||
Fair value of derivatives | 0 | 0 |
Securities available-for-sale | 58,800 | 123,600 |
Level 2 [Member] | ||
Fair value of derivatives | 0 | 0 |
Securities available-for-sale | 0 | 0 |
Level 3 [Member] | ||
Fair value of derivatives | 2,461,034 | 2,145,065 |
Securities available-for-sale | $ 0 | $ 0 |
11. COMMITMENTS AND CONTINGEN45
11. COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Details | |
2,018 | $ 72,672 |
2,019 | 141,464 |
2,020 | 131,475 |
2,021 | 87,287 |
2,022 | 0 |
Total | $ 445,266 |
12. INVENTORIES (Details)
12. INVENTORIES (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Inventories Details | ||
Components | $ 340,389 | $ 159,017 |
Finished Goods | 0 | 0 |
Allowance / Reserve | 0 | (54,126) |
Inventory, net | $ 340,389 | $ 104,891 |
14. RESTATEMENT OF INTERIM CO47
14. RESTATEMENT OF INTERIM CONDENSED FINANCIAL STATEMENTS (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Accounts receivable | $ 69,714 | $ 97,103 |
Inventory, net | 340,389 | 104,891 |
Total Current Assets | 1,077,725 | 1,083,576 |
Total Assets | 1,400,337 | 1,494,326 |
Accounts payable and other accrued expenses | 602,799 | 459,975 |
Total Current Liabilities | 11,723,125 | 9,954,688 |
Total Liabilities | 11,723,125 | 9,954,688 |
Accumulated deficit | (75,157,060) | (72,303,551) |
Total Stockholders' Deficit | (10,322,788) | (8,460,362) |
Total Liabilities and Stockholders' Deficit | 1,400,337 | $ 1,494,326 |
As Reported | ||
Accounts receivable | 559,714 | |
Inventory, net | 0 | |
Total Current Assets | 1,227,336 | |
Total Assets | 1,549,948 | |
Accounts payable and other accrued expenses | 1,019,799 | |
Total Current Liabilities | 12,140,125 | |
Total Liabilities | 12,140,125 | |
Accumulated deficit | (75,424,449) | |
Total Stockholders' Deficit | (10,590,177) | |
Total Liabilities and Stockholders' Deficit | 1,549,948 | |
Correction | ||
Accounts receivable | (490,000) | |
Inventory, net | 340,389 | |
Total Current Assets | (149,611) | |
Total Assets | (149,611) | |
Accounts payable and other accrued expenses | (417,000) | |
Total Current Liabilities | (417,000) | |
Total Liabilities | (417,000) | |
Accumulated deficit | 267,389 | |
Total Stockholders' Deficit | 267,389 | |
Total Liabilities and Stockholders' Deficit | $ (149,611) |
14. RESTATEMENT OF INTERIM CO48
14. RESTATEMENT OF INTERIM CONDENSED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost of Revenues (Exclusive of Depreciation and Amortization) | $ 445,012 | $ 157,680 | $ 1,001,340 | $ 319,775 |
Total Costs and Expenses | 1,362,838 | 1,837,228 | 2,839,963 | 3,731,009 |
Loss from Operations | (1,027,772) | (1,788,489) | (1,889,501) | (3,627,784) |
Gain Loss on Extinguishment of Debt | 0 | 9,236 | 90,042 | 9,236 |
Total Other Expense | 184,164 | (369,749) | (964,008) | (738,933) |
Loss Before Income Taxes | (843,608) | (2,158,238) | (2,853,509) | (4,366,717) |
NET LOSS | (843,608) | (2,158,238) | (2,853,509) | (4,366,717) |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (899,975) | $ (2,203,858) | $ (2,966,243) | $ (4,454,575) |
Basic and diluted Loss Per Share of Common Stock | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.04) |
COMPREHENSIVE LOSS | $ (889,115) | $ (2,242,858) | $ (3,031,043) | $ (4,470,175) |
As Reported | ||||
Cost of Revenues (Exclusive of Depreciation and Amortization) | 987,401 | 1,143,729 | ||
Total Costs and Expenses | 1,905,227 | 2,982,352 | ||
Loss from Operations | (1,570,161) | (2,031,890) | ||
Gain Loss on Extinguishment of Debt | 0 | (34,958) | ||
Total Other Expense | 163,954 | (1,089,008) | ||
Loss Before Income Taxes | (1,406,207) | (3,120,898) | ||
NET LOSS | (1,406,207) | (3,120,898) | ||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (1,462,574) | $ (3,233,632) | ||
Basic and diluted Loss Per Share of Common Stock | $ (0.01) | $ (0.03) | ||
COMPREHENSIVE LOSS | $ (1,541,714) | $ (3,298,432) | ||
Correction | ||||
Cost of Revenues (Exclusive of Depreciation and Amortization) | (542,389) | (142,389) | ||
Total Costs and Expenses | (542,389) | (142,389) | ||
Loss from Operations | 542,389 | 142,389 | ||
Gain Loss on Extinguishment of Debt | 0 | 125,000 | ||
Total Other Expense | 20,210 | 125,000 | ||
Loss Before Income Taxes | 562,599 | 267,389 | ||
NET LOSS | 562,599 | 267,389 | ||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ 562,599 | $ 267,389 | ||
Basic and diluted Loss Per Share of Common Stock | $ 0 | $ 0.01 | ||
COMPREHENSIVE LOSS | $ 652,599 | $ 267,389 |
14. RESTATEMENT OF INTERIM CO49
14. RESTATEMENT OF INTERIM CONDENSED FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Loss | $ (843,608) | $ (2,158,238) | $ (2,853,509) | $ (4,366,717) |
(Gain)/Loss on extinguishment of debt | (90,042) | (9,236) | ||
Accounts receivable | 27,389 | (5,809) | ||
Inventory | (235,498) | (330,077) | ||
Accounts payable and accrued expenses | 273,241 | 19,068 | ||
Net Cash Used in Operating Activities | (1,427,304) | $ (2,493,693) | ||
As Reported | ||||
Net Loss | (1,406,207) | (3,120,898) | ||
(Gain)/Loss on extinguishment of debt | 34,958 | |||
Accounts receivable | (462,611) | |||
Inventory | 104,891 | |||
Accounts payable and accrued expenses | 565,241 | |||
Net Cash Used in Operating Activities | (1,427,304) | |||
Correction | ||||
Net Loss | $ 562,599 | 267,389 | ||
(Gain)/Loss on extinguishment of debt | (125,000) | |||
Accounts receivable | 490,000 | |||
Inventory | (340,389) | |||
Accounts payable and accrued expenses | (292,000) | |||
Net Cash Used in Operating Activities | $ 0 |