Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Atrinsic, Inc. | ' | ' |
Entity Central Index Key | '0001022899 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'ATRN | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 400,000,000 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Public Float | ' | ' | $800,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Predecessor [Member] | |
Current assets | ' | ' |
Cash | $101 | $717 |
Prepaid insurance | 144 | 237 |
Total current assets | 245 | 954 |
Property and equipment (net of accumulated depreciation of $0) | 1 | 0 |
Total assets | 246 | 954 |
Current liabilities | ' | ' |
Accounts payable | 138 | 15,566 |
Accrued interest expense - stockholders | 3 | 0 |
Notes payable | 0 | 2,614 |
Total current liabilities | 141 | 18,180 |
Notes payable - due to stockholders | 175 | 0 |
Total liabilities | 316 | 18,180 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
Shareholders' deficit: | ' | ' |
Series A convertible preferred stock, $0.000001 par value, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at June 30, 2014; no shares issued or outstanding at June 30, 2013; ( Liquidation preference 20,700,000 as of June 30, 2014) | 5 | 0 |
Common stock, $.000001 par value, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at June 30, 2014; par value $0.01, 100,000,000 authorized and outstanding at June 30, 2013. | 0 | 1,000 |
Additional paid-in capital | 1,053 | 182,281 |
Common stock, held in treasury, at cost, 0 and 681,509 shares at June 30, 2014 and June 30, 2013, respectively | 0 | -4,981 |
Accumulated deficit | -1,079 | -195,526 |
Shareholders' deficit attributed to Atrinsic, Inc. | -21 | -17,226 |
Non-controlling interest | -49 | 0 |
Total shareholders' deficit | -70 | -17,226 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $246 | $954 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | Series A Convertible Preferred Stock [Member] | Predecessor [Member] | Predecessor [Member] | |
Series A Convertible Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | ' | $0.00 | ' | ' |
Preferred Stock, Shares Authorized | ' | 5,000,000,000 | ' | 0 |
Preferred Stock, Shares Issued | ' | 4,600,000,000 | ' | 0 |
Preferred Stock, Shares Outstanding | ' | 4,600,000,000 | ' | 0 |
Preferred Stock, Liquidation Preference, Value | ' | $20,700,000 | ' | ' |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | ' | $0.01 | ' |
Common Stock, Shares Authorized | 100,000,000,000 | ' | 100,000,000 | ' |
Common Stock, Shares, Issued | 400,000,000 | ' | ' | ' |
Common Stock, Shares, Outstanding | 400,000,000 | ' | 100,000,000 | ' |
Treasury Stock, Shares | 0 | ' | 681,509 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jul. 11, 2013 | Jun. 30, 2013 |
Predecessor [Member] | Predecessor [Member] | ||
Revenues | $0 | $0 | $85 |
Operating expenses | ' | ' | ' |
General and administrative | 975 | 0 | 758 |
Total operating expenses | 975 | 0 | 758 |
Loss from operations | -975 | 0 | -673 |
Other income (expenses) | ' | ' | ' |
Other income | 59 | 0 | 0 |
Interest expenses - stockholders | -3 | 0 | 0 |
Other expenses | -5 | 0 | -133 |
Net loss before reorganization items | -924 | 0 | -806 |
Reorganization items | ' | ' | ' |
Gain on reorganization, net | 0 | 778 | 0 |
Legal and professional fees | -204 | 0 | -221 |
Total reorganization items | -204 | 778 | -221 |
Net (loss) income | -1,128 | 778 | -1,027 |
Less: net loss attributable to non-controlling interest | -49 | 0 | 0 |
Net (loss) income attributable to Atrinsic | ($1,079) | $778 | ($1,027) |
Net loss per share attributable to Atrinsic common stockholders | ' | ' | ' |
Basic | $0 | $0.01 | ($0.01) |
Diluted | $0 | $0.01 | ($0.01) |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 400,000,000 | 100,000,000 | 100,000,000 |
Diluted | 400,000,000 | 100,000,000 | 100,000,000 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Convertible Preferred Stock [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] |
In Thousands, except Share data | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Convertible Preferred Stock [Member] | |||||||||
Balance at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ($16,230) | $1,000 | $182,250 | ($194,513) | $14 | ($4,981) | $0 | $0 |
Balance (in shares) at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | 681,509 | ' | 0 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | -1,027 | 0 | 0 | -1,027 | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 14 | -14 | 0 | 0 | 0 |
Capital infusion | ' | ' | ' | ' | ' | ' | ' | ' | 31 | 0 | 31 | 0 | 0 | 0 | 0 | 0 |
Gain from reorganization | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Balance at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | -17,226 | 1,000 | 182,281 | -195,526 | 0 | -4,981 | 0 | 0 |
Balance (in shares) at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | 681,509 | ' | 0 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | 778 | ' | ' | ' | ' | ' | ' | ' |
Cancellation of predecessor company common stock | ' | ' | ' | ' | ' | ' | ' | ' | -1,000 | -1,000 | 0 | 0 | 0 | 0 | 0 | 0 |
Cancellation of predecessor company common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100,000,000 | ' | ' | ' | 0 | ' | 0 |
Elimination of predecessor company treasury stock | ' | ' | ' | ' | ' | ' | ' | ' | 4,981 | 0 | 0 | 0 | 0 | 4,981 | 0 | 0 |
Elimination of predecessor company treasury stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | -681,509 | ' | 0 |
Elimination of predecessor company capital in excess of par | ' | ' | ' | ' | ' | ' | ' | ' | -182,281 | 0 | -182,281 | 0 | 0 | 0 | 0 | 0 |
Elimination of predecessor company accumulated deficit | ' | ' | ' | ' | ' | ' | ' | ' | 195,526 | 0 | 0 | 195,526 | 0 | 0 | 0 | 0 |
Issuance of predecessor company convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 0 | 0 | 0 | 0 | 0 | 0 | 5 |
Issuance of predecessor company convertible preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | 4,600,000,000 |
Issuance of predecessor company common stock | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | 0 | 0 | 0 | 0 | ' |
Issuance of predecessor company common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | 0 | ' | ' |
Gain from reorganization | ' | ' | ' | ' | ' | ' | ' | ' | 778 | 0 | 0 | 778 | 0 | 0 | 0 | 0 |
Elimination of predecessor company accumulated deficit | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 778 | -778 | 0 | 0 | 0 | 0 |
Net loss attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Balance at Jul. 11, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 783 | 0 | 778 | 0 | 0 | 0 | 0 | 5 |
Balance (in shares) at Jul. 11, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | 0 | ' | 4,600,000,000 |
Net loss | -1,079 | 0 | 0 | -1,079 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain from reorganization | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to non-controlling interest | -49 | 0 | 0 | 0 | 0 | 0 | -49 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 275 | 0 | 275 | 0 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Jun. 30, 2014 | ($70) | $0 | $1,053 | ($1,079) | $0 | $0 | ($49) | $5 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Jun. 30, 2014 | ' | 400,000,000 | ' | ' | ' | 0 | ' | 4,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jul. 11, 2013 | Jun. 30, 2013 |
Predecessor [Member] | Predecessor [Member] | ||
Cash flows from operating activities | ' | ' | ' |
Net income (loss) | ($1,079) | $778 | ($1,027) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Net loss attributable to non-controlling interest in subsidiary | -49 | 0 | 0 |
Non-cash reorganization items | 0 | -778 | 0 |
Accrued interest on notes payable | 3 | 0 | 0 |
Stock-based compensation | 275 | 0 | 0 |
Changes in operating assets and liabilities of business, net of acquisitions: | ' | ' | ' |
Accounts receivable, net | 0 | 0 | 308 |
Prepaid insurance | 93 | 0 | 207 |
Other non-current assets | 0 | 0 | 487 |
Accounts payable, excluding reorganization items | -33 | 0 | -292 |
Other long-term liabilities | 0 | 0 | -7 |
Net cash used in operating activities | -790 | 0 | -324 |
Cash flows from investing activities | ' | ' | ' |
Proceeds from sale of fixed assets | 0 | 0 | 15 |
Purchase of property and equipment | -1 | 0 | 0 |
Net cash (used in) provided by investing activities | -1 | 0 | 15 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of note payable | 175 | 0 | 0 |
Capital infusion | 0 | 0 | 31 |
Net cash provided by financing activities | 175 | 0 | 31 |
Net decrease in cash | -616 | 0 | -278 |
Cash at beginning of period | 717 | 717 | 995 |
Cash at end of period | 101 | 717 | 717 |
Supplemental reorganization items | ' | ' | ' |
Payment for reorganization items | 0 | 0 | 221 |
Income taxes paid | 0 | 0 | 0 |
Interest paid | $0 | $0 | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
NOTE 1 – NATURE OF OPERATIONS | |
Prior to filing Chapter 11 on June 15, 2012, the Company was a direct marketing company based in the United States. The Company had two main service offerings: (i) transactional services; and (ii) Subscription services. Transactional services offered full service online marketing and distribution services which were targeted and measurable online campaigns and programs for marketing partners, corporate advertisers, or their agencies, generating qualified customer leads, online responses and activities, or increased brand recognition. Subscription services offered a portfolio of subscription based content applications direct to users working with wireless carriers and other distributors. | |
On June 15, 2012, the Company filed Chapter 11 in the United States Bankruptcy Court in Southern District of New York (Case No. 12-12553). As of that date, the Company terminated all remaining employees, and ceased its normal business operations. | |
The Company emerged from Chapter 11 on June 26, 2013, at which time the Plan of Reorganization was conditionally confirmed by the United States Bankruptcy Court, Southern District of New York. The confirmation was subject to the consummation of the Company’s acquisition of a 51% controlling interest in Momspot LLC (“Momspot”), which was subsequently completed on July 12, 2013 (“Emergence Date”). Momspot’s goal is to be the premier specialty retail affiliate marketing company targeting women between the ages of 24 and 45 who are either mothers or expecting their first child. The Emergence Date was the date the Company adopted fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852. The adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements on or prior to July 12, 2013 are not comparable with the financial statements for periods after July 12, 2013. | |
LIQUIDITY_AND_FINANCIAL_CONDIT
LIQUIDITY AND FINANCIAL CONDITION | 12 Months Ended | ||
Jun. 30, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Liquidity And Financial Condition [Text Block] | ' | ||
NOTE 2 – LIQUIDITY AND FINANCIAL CONDITION | |||
The Company intends to finance its activities through: | |||
· | managing current cash on hand, | ||
· | seeking additional funds raised in the future, | ||
The Company’s financial statements for the year ended June 30, 2014 indicate there is substantial doubt about its ability to continue as a going concern as the Company is dependent on its ability to retain short term financing and ultimately to generate sufficient cash flow to meet its obligations on a timely basis in order to attain profitability, as well as successfully obtain financing on favorable terms to fund the Company’s long term plans. The Company continually projects anticipated cash requirements, which may include business combinations, capital expenditures, and working capital requirements. In accordance with the Plan of Reorganization, most of the Company’s accounts payable were converted into Equity, which had a favorable impact on liquidity. As of June 30, 2014, the Company had cash of approximately $101, and a working capital deficit of approximately $71 including note payable to stockholders due July 2015. During the period from July 12, 2013 through June 30, 2014, the Company used approximately $790 of cash for operations. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. | |||
The Company needs to raise additional capital to cover its budgeted operating and capital expenditures. If the capital raising efforts are not successful, the Company might not be able to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be not able to continue as a going concern. These factors among others create a substantial doubt about the Company’s ability to continue as a going concern. | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Significant Accounting Policies [Text Block] | ' | ||||||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||
Principles of Consolidation | |||||||
The ownership of more than 50% of the voting stock of an entity creates a subsidiary. The financial statements of the parent and subsidiary are consolidated for reporting purposes. | |||||||
The consolidated financial statements include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated. | |||||||
Use of Estimates | |||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management continually evaluates its estimates and judgments including those related to fair value of stock options granted and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable in the circumstances. Actual results may differ from those estimates. Macroeconomic conditions may directly, or indirectly through the Company’s business partners and vendors, impact the Company’s financial performance and available resources. Such conditions may, in turn, impact the aforementioned estimates and assumptions. | |||||||
Cash | |||||||
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less when purchased to be cash. | |||||||
Property and Equipment | |||||||
Property and equipment consist of computer hardware, software and office equipment as of June 30, 2014. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives range from three to fifteen years. | |||||||
Stock-Based Compensation | |||||||
The Company records stock based compensation in accordance with ASC 718. In estimating the grant date fair value of stock option awards and performance based restricted stock, the Company uses the Black Scholes option pricing model and other binomial pricing models where appropriate. The key assumptions for these models to derive fair value include expected term, rate of risk free returns and volatility. Information about the Company’s specific award plans can be found in Note 5. | |||||||
Income Taxes | |||||||
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||
The Company adopted an accounting standard which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This standard provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return. | |||||||
Fair Value Measurement | |||||||
The fair value of Momspot, which was not material, was determined based on valuation performed by Management, which took into consideration, where applicable, cash received , market participant inputs, estimated cash flows based on entity specific criteria, purchase multiples paid in other comparable third-party transactions, market conditions, liquidity, operating results and other qualitative and quantitative factors. | |||||||
Earnings per Share | |||||||
Basic earnings per share (“EPS”) is computed by dividing reported earnings by the weighted average number of shares of common stock outstanding for the period. Diluted EPS includes the effect, if any, of the potential issuance of additional shares of common stock as a result of the exercise or conversion of dilutive securities, using the treasury stock method. | |||||||
Potential dilutive securities for the Company include outstanding stock options and warrants. | |||||||
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2014 and June 30, 2013 because such securities are anti-dilutive, are as follows: | |||||||
As of June 30, | |||||||
2014 | 2013 | ||||||
Convertible preferred shares | 4,600,000,000 | 4,600,000,000 | |||||
Options to purchase common stock | 275,000,000 | - | |||||
Total | 4,875,000,000 | 4,600,000,000 | |||||
Preferred Stock | |||||||
The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Therefore, preferred shares are classified as stockholders’ equity. The preferred shares are not mandatorily redeemable and has no conditional redemption features. | |||||||
Research and Development Costs | |||||||
Research and development costs are charged to operations as incurred. During the period from July 12, 2013 to June 30, 2014, the total research and development expenses were approximately $42 for web design, infrastructure, graphic and content development. | |||||||
Concentrations of Credit Risk | |||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company reduces credit risk by placing its cash with major financial institutions. At times, such amounts may exceed federally insured limits. | |||||||
Recent Accounting Pronouncements | |||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company elected to adopt this ASU effective with its Registration Statement on Form 10 filed with SEC on July 2, 2014. The adoption resulted in the removal of previously required developmental stage disclosures. | |||||||
In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2014-15 on the consolidated financial statements. | |||||||
FRESH_START_ACCOUNTING
FRESH START ACCOUNTING | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Reorganizations [Abstract] | ' | |||||||||||
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | ' | |||||||||||
NOTE 4 - FRESH START ACCOUNTING | ||||||||||||
On July 12, 2013, the Company adopted fresh start accounting and reporting in accordance with Topic ASC 852. The Company was required to apply the provisions of fresh start reporting to its financial statements, as the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and the reorganization value of the Predecessor Company’s assets immediately before the date of confirmation was less than the post-petition liabilities and allowed claims. | ||||||||||||
Fresh start reporting generally requires resetting the historical net book value of assets and liabilities to fair value as of the Effective Date by allocating the entity’s enterprise value as set forth in the Reorganization Plan to its assets and liabilities pursuant to accounting guidance related to business combinations. The financial statements as of the Effective Date report the results of the Successor Company with no beginning retained earnings or accumulated deficit. Any presentation of the Successor Company represents the financial position and results of operations of a new reporting entity and is not comparable to prior periods. The unaudited condensed consolidated financial statements for periods ended prior to the Effective Date do not include the effect of any changes in capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting. | ||||||||||||
In accordance with ASC Topic 852, the Predecessor Company’s pre-emergence charges to earnings of $778, recorded as reorganization items result from certain costs and expenses relating to the Reorganization Plan becoming effective, including the cancellation of certain debt upon issuance of new equity. | ||||||||||||
Methodology, Analysis and Assumptions | ||||||||||||
The Company determined that the fair value of the Company (“Reorganization Value”) on the Effective date to be minimal. | ||||||||||||
The Company’s valuation was based upon a discounted cash flow methodology, which included a calculation of the present value of expected un-levered after-tax free cash flows reflected in the Company’s long-term financial projections, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. The Company also considered precedent transaction analysis but ultimately determined there was insufficient data for a meaningful analysis. | ||||||||||||
July 12, 2013 | ||||||||||||
Predecessor | Reorganization | |||||||||||
Company | Adjustments | Successor Company | ||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | $ | 717 | $ | - | $ | 717 | ||||||
Prepaid expenses and other current assets | 237 | 237 | ||||||||||
Total current assets | 954 | - | 954 | |||||||||
TOTAL ASSETS | $ | 954 | $ | - | $ | 954 | ||||||
LIABILITIES AND EQUITY | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable and accrued expenses | $ | 15,566 | $ | -15,395 | 2) | $ | 171 | |||||
Note payable | 2,614 | -2,614 | 3) | - | ||||||||
Total current liabilities | 18,180 | -18,009 | 171 | |||||||||
TOTAL LIABILITIES | 18,180 | -18,009 | 171 | |||||||||
COMMITMENTS AND CONTINGENCIES | - | - | - | |||||||||
STOCKHOLDERS' EQUITY/ DEFICIENCY | ||||||||||||
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | - | 5 | 3) | 5 | ||||||||
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 1,000 | -1,000 | 1) | - | ||||||||
Additional paid-in capital | 182,281 | -182,281 | 4) | - | ||||||||
778 | 5) | 778 | ||||||||||
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | -4,981 | 4,981 | 4) | - | ||||||||
Accumulated income (deficit) | -195,526 | 195,526 | 1) | - | ||||||||
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | -17,226 | 18,009 | 783 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | $ | 954 | $ | - | $ | 954 | ||||||
1) To reduce the total par value of stock held by the pre-petition stockholders to $100, in accordance with the new post-bankruptcy capital structure | ||||||||||||
2) To record conversion of pre-petition Accounts Payable to 300,000,000, $0.000001 par value common shares, in accordance with the new post-bankruptcy capital structure | ||||||||||||
3) To record conversion of note payable to 4,600,000,000, $0.000001 par value shares of convertible preferred stock, in accordance with the new post-bankruptcy petition capital structure | ||||||||||||
4) To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 | ||||||||||||
5) Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 | ||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 5 - STOCKHOLDERS’ EQUITY | |
On July 12, 2013, the Company established a new capital structure, in accordance with the Plan of Reorganization. | |
Accordingly, 100,000,000,000 shares of $0.000001 par value common stock were authorized. The Company exchanged the 100,000,000 outstanding shares held by the pre-bankruptcy petition stockholders for 100,000,000 $0.000001 par value shares in the reorganized Company. The Company also issued 300,000,000 of the authorized shares to the unsecured creditors of the Company subsequent to the filing bankruptcy. The 400,000,000 aggregate shares issued were outstanding at the time of filing bankruptcy. The 400,000,000 aggregate shares issued were outstanding at June 30, 2014. | |
In addition, the Company authorized 5,000,000,000 shares of $0.000001 par value preferred stock. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. 4,600,000,000 shares of Series A Preferred Stock were issued to the Company’s secured creditors in exchange for the Convertible Notes that were previously issued to them in May 2011. The 4,600,000,000 shares issued were outstanding as of June 30, 2014. Each share of Convertible Preferred stock is convertible into one share of common stock. | |
As of June 30, 2014, 4,600,000,000 shares of the Series A Preferred Stock were issued and outstanding, and are held of record by two holders. The holders of the Series A Preferred Stock each have the right at any time, at the holder’s option, to convert any or all of his shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of common stock to the extent that such conversion would not result in beneficial ownership by the holder of more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). Subject to the Beneficial Ownership Cap, the holders of the Series A Preferred Stock are entitled to vote on an as-converted basis together with the holders of the Company’s common stock as a class on all matters submitted to a vote of stockholders. Holders of the Series A Preferred Stock do not have cumulative voting rights. On an as-converted basis, the holders are entitled to any dividends that may be declared on the Company’s common stock by the board of directors without regard to the Beneficial Ownership Cap. Upon the Company’s dissolution, liquidation or winding up, after payment or provision for all liabilities and any preferential liquidation rights of any shares of a more senior class of the preferred stock that the Company may issue in the future, the holders of the Series A Preferred Stock shall have priority with respect to the distribution of the Company’s net assets over the holders of its common stock. All outstanding shares of the Series A Preferred Stock are fully paid and non-assessable. From July 12, 2013 through July 12, 2014, each Holder of the Series A Preferred Stock is prohibited from selling or otherwise transferring more than 2.5% of the Company’s outstanding common stock, calculated on a fully diluted basis, per 90-day period. | |
Stock Options | |
On February 11, 2014, the Company issued options with a term of five (5) years and an exercise price of $0.002 to the individuals below for the number of shares of common stock: | |
The Company granted to Sebastian Giordano, for services as Chief Restructuring Officer and Acting Chief Executive Officer, an option to purchase 125,000,000 shares of the Company’s Common Stock. | |
The Company granted to each of Edward Gildea and Jonathan Schechter, for services as directors of the Company, an option to purchase 50,000,000 shares of the Company’s Common Stock. | |
On February 28, 2014, the Company granted to Edward Gildea, for services to be rendered as Acting Chief Executive Officer, an option to purchase 50,000,000 shares of the Company’s Common Stock with a term of five (5) years and an exercise price of $0.002. | |
All of the shares covered by these options shall immediately vest on the grant date. | |
The grant date fair value of stock options granted at June 30, 2014 was approximately $275. The fair value of the Company’s common stock was based upon the publicly quoted price on the date of grant. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 110 for “plain vanilla” options. The Company obtained the risk free interest rate from publicly available data published by the Federal Reserve. The volatility rate was computed based on a comparison of average volatility rates of similar companies. The fair value of the options was determined using the Black-Scholes model with the following assumptions: risk free interest rate - 0.69% to 0.71%, volatility - 84.40%, expected term - 2.5 years, expected dividends- N/A. | |
As of June 30, 2014 the weighted average exercise price of all stock options outstanding was $0.002, the remaining contractual life was 4.6 years and there was no intrinsic value. | |
NOTES_PAYABLE_DUE_TO_STOCKHOLD
NOTES PAYABLE DUE TO STOCKHOLDERS | 12 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
NOTE 6 - NOTES PAYABLE DUE TO STOCKHOLDERS | |
On February 11, 2014, the Company issued notes payable with two principal stockholders, each such note in the principal amount of $87.5 with the interest thereon at the rate of 5% per annum. The principal amount and all accrued interest of this Note are due on July 31, 2015 (the “Maturity Date”). Any amounts that remain unpaid until due shall thereafter bear interest at the rate of twelve percent (12%) per annum. Interest as aforesaid shall be calculated on the basis of actual number of days elapsed over a year of 360 days. At June 30, 2014 interest expense amounted to approximately $3. Accrued interest as of June 30, 2014 was approximately $3. The notes are secured by all the assets of the Company. | |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination Disclosure [Text Block] | ' | |||||||
NOTE 7 - BUSINESS COMBINATIONS | ||||||||
The Momspot Acquisition | ||||||||
Pursuant to the terms of a Membership Interest Purchase Agreement, dated July, 2013, the Company acquired a 51% equity interest in Momspot LLC, (“Momspot”) in exchange for the Company’s commitment to contribute up to $165 of working capital to Momspot over a two-year period to fund its business development and operations. Simultaneous with the acquisition the Company became a party to the Momspot Operating Agreement and the manager thereunder. Momspot meets the definition of a “business” in accordance with ASC Topic 805. | ||||||||
MomSpot is a start-up company. Momspot’s goal is to be the premier specialty retail affiliate marketing company targeting women between the ages of 24 and 45 who are either mothers or expecting their first child (“Moms”). | ||||||||
The results for Momspot for the twelve month period ended June 30, 2014 are consolidated in the consolidated financial statements within this document. | ||||||||
The fair value of the purchase consideration was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill, if any. | ||||||||
The purchase price was allocated as follows: | ||||||||
Purchase Consideration: | ||||||||
Fair value of Momspot (1) | $ | - | ||||||
Tangible assets acquired | - | |||||||
-1 | Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($0 consideration received) and a discounted cash flow analysis, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. | |||||||
The following table presents the unaudited pro-forma financial results, as if the acquisition of Momspot had been completed as of July 1, 2013 and 2012: | ||||||||
For the year ended June 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | - | $ | - | ||||
Net loss | -1,079 | -1,027 | ||||||
Loss per share - basic and diluted | $ | 0 | $ | -0.01 | ||||
The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of July 1, 2012 or 2013 or to project potential operating results as of any future date or for any future periods. | ||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
NOTE 8 – INCOME TAXES | ||||||||
During both 2014 and 2013, the Company incurred a net loss and therefore had no tax liability. The Company does not have any material uncertain income tax positions. As a result of significant losses and uncertainty of future profit, the net deferred tax asset has been fully reserved.As of June 30, 2014, the valuation allowance decreased by $604 related to decreased federal and state NOL carry forwards. The cumulative net operating loss carryforward is approximately $47.7 million and $47.7 million at June 30, 2014 and 2013, respectively, and will start expiring in the year ended 2029. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss (“NOL”) carryforwards attributable to periods before the change. Any limitation may result in expiration of a portion of the NOL before utilization. | ||||||||
The tax effects of temporary differences and tax loss carry forwards that give rise to significant portions of deferred tax assets at June 30, 2014 and 2013 are comprised of the following: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Deferred tax asset | ||||||||
Net operating loss carryovers | $ | 21,698 | $ | 22,427 | ||||
Stock based compensation | 125 | - | ||||||
Total deferred tax assets | 21,823 | 22,427 | ||||||
Valuation Allowance | -21,823 | -22,427 | ||||||
Deferred tax asset, net of allowance | $ | - | $ | - | ||||
The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Statutory federal income tax rate | -34 | % | -34 | % | ||||
State taxes, net of federal tax benefit | -11.5 | % | -11.5 | % | ||||
Valuation Allowance | 45.5 | % | 45.5 | % | ||||
Income tax provision (benefit) | 0 | % | 0 | % | ||||
The income tax provision consists of the following: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Federal | ||||||||
Current | $ | - | $ | - | ||||
Deferred | 451 | -350 | ||||||
State | ||||||||
Current | - | - | ||||||
Deferred | 153 | -118 | ||||||
Change in valuation allowance | -604 | 468 | ||||||
Income tax provision (benefit) | $ | - | $ | - | ||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 9- SUBSEQUENT EVENTS | |
In August, 2014, the Company raised gross proceeds, in a debt financing transaction, of $90 from its two principal stockholders, Iroquois and Hudson, and issued secured promissory notes in the principal amount of $45 to each of them. The notes have a maturity date of July 31, 2015 and bear interest at the rate of 5.0% per annum, payable at maturity. The notes are secured by all the assets of the Company. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||
Principles of Consolidation | |||||||
The ownership of more than 50% of the voting stock of an entity creates a subsidiary. The financial statements of the parent and subsidiary are consolidated for reporting purposes. | |||||||
The consolidated financial statements include the accounts of all majority and wholly-owned (“Momspot”) subsidiaries and significant intercompany balances and transactions have been eliminated. | |||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||
Use of Estimates | |||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management continually evaluates its estimates and judgments including those related to fair value of stock options granted and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable in the circumstances. Actual results may differ from those estimates. Macroeconomic conditions may directly, or indirectly through the Company’s business partners and vendors, impact the Company’s financial performance and available resources. Such conditions may, in turn, impact the aforementioned estimates and assumptions. | |||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||
Cash | |||||||
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less when purchased to be cash. | |||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||
Property and Equipment | |||||||
Property and equipment consist of computer hardware, software and office equipment as of June 30, 2014. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives range from three to fifteen years. | |||||||
Compensation Related Costs, Policy [Policy Text Block] | ' | ||||||
Stock-Based Compensation | |||||||
The Company records stock based compensation in accordance with ASC 718. In estimating the grant date fair value of stock option awards and performance based restricted stock, the Company uses the Black Scholes option pricing model and other binomial pricing models where appropriate. The key assumptions for these models to derive fair value include expected term, rate of risk free returns and volatility. Information about the Company’s specific award plans can be found in Note 5. | |||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||
Income Taxes | |||||||
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||
The Company adopted an accounting standard which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This standard provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return. | |||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||
Fair Value Measurement | |||||||
The fair value of Momspot, which was not material, was determined based on valuation performed by Management, which took into consideration, where applicable, cash received , market participant inputs, estimated cash flows based on entity specific criteria, purchase multiples paid in other comparable third-party transactions, market conditions, liquidity, operating results and other qualitative and quantitative factors. | |||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||
Earnings per Share | |||||||
Basic earnings per share (“EPS”) is computed by dividing reported earnings by the weighted average number of shares of common stock outstanding for the period. Diluted EPS includes the effect, if any, of the potential issuance of additional shares of common stock as a result of the exercise or conversion of dilutive securities, using the treasury stock method. | |||||||
Potential dilutive securities for the Company include outstanding stock options and warrants. | |||||||
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2014 and June 30, 2013 because such securities are anti-dilutive, are as follows: | |||||||
As of June 30, | |||||||
2014 | 2013 | ||||||
Convertible preferred shares | 4,600,000,000 | 4,600,000,000 | |||||
Options to purchase common stock | 275,000,000 | - | |||||
Total | 4,875,000,000 | 4,600,000,000 | |||||
Preferred Stock [Policy Text Block] | ' | ||||||
Preferred Stock | |||||||
The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Therefore, preferred shares are classified as stockholders’ equity. The preferred shares are not mandatorily redeemable and has no conditional redemption features. | |||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ||||||
Research and Development Costs | |||||||
Research and development costs are charged to operations as incurred. During the period from July 12, 2013 to June 30, 2014, the total research and development expenses were approximately $42 for web design, infrastructure, graphic and content development. | |||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||
Concentrations of Credit Risk | |||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company reduces credit risk by placing its cash with major financial institutions. At times, such amounts may exceed federally insured limits. | |||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||
Recent Accounting Pronouncements | |||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company elected to adopt this ASU effective with its Registration Statement on Form 10 filed with SEC on July 2, 2014. The adoption resulted in the removal of previously required developmental stage disclosures. | |||||||
In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2014-15 on the consolidated financial statements. | |||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2014 and June 30, 2013 because such securities are anti-dilutive, are as follows: | |||||||
As of June 30, | |||||||
2014 | 2013 | ||||||
Convertible preferred shares | 4,600,000,000 | 4,600,000,000 | |||||
Options to purchase common stock | 275,000,000 | - | |||||
Total | 4,875,000,000 | 4,600,000,000 | |||||
FRESH_START_ACCOUNTING_Tables
FRESH START ACCOUNTING (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Reorganizations [Abstract] | ' | |||||||||||
Schedule of Fresh-Start Adjustments [Table Text Block] | ' | |||||||||||
The Company also considered precedent transaction analysis but ultimately determined there was insufficient data for a meaningful analysis. | ||||||||||||
July 12, 2013 | ||||||||||||
Predecessor | Reorganization | |||||||||||
Company | Adjustments | Successor Company | ||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | $ | 717 | $ | - | $ | 717 | ||||||
Prepaid expenses and other current assets | 237 | 237 | ||||||||||
Total current assets | 954 | - | 954 | |||||||||
TOTAL ASSETS | $ | 954 | $ | - | $ | 954 | ||||||
LIABILITIES AND EQUITY | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable and accrued expenses | $ | 15,566 | $ | -15,395 | 2) | $ | 171 | |||||
Note payable | 2,614 | -2,614 | 3) | - | ||||||||
Total current liabilities | 18,180 | -18,009 | 171 | |||||||||
TOTAL LIABILITIES | 18,180 | -18,009 | 171 | |||||||||
COMMITMENTS AND CONTINGENCIES | - | - | - | |||||||||
STOCKHOLDERS' EQUITY/ DEFICIENCY | ||||||||||||
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | - | 5 | 3) | 5 | ||||||||
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 1,000 | -1,000 | 1) | - | ||||||||
Additional paid-in capital | 182,281 | -182,281 | 4) | - | ||||||||
778 | 5) | 778 | ||||||||||
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | -4,981 | 4,981 | 4) | - | ||||||||
Accumulated income (deficit) | -195,526 | 195,526 | 1) | - | ||||||||
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | -17,226 | 18,009 | 783 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | $ | 954 | $ | - | $ | 954 | ||||||
1) To reduce the total par value of stock held by the pre-petition stockholders to $100, in accordance with the new post-bankruptcy capital structure | ||||||||||||
2) To record conversion of pre-petition Accounts Payable to 300,000,000, $0.000001 par value common shares, in accordance with the new post-bankruptcy capital structure | ||||||||||||
3) To record conversion of note payable to 4,600,000,000, $0.000001 par value shares of convertible preferred stock, in accordance with the new post-bankruptcy petition capital structure | ||||||||||||
4) To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 | ||||||||||||
5) Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 | ||||||||||||
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | |||||||
The purchase price was allocated as follows: | ||||||||
Purchase Consideration: | ||||||||
Fair value of Momspot (1) | $ | - | ||||||
Tangible assets acquired | - | |||||||
-1 | Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($0 consideration received) and a discounted cash flow analysis, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||
The following table presents the unaudited pro-forma financial results, as if the acquisition of Momspot had been completed as of July 1, 2013 and 2012: | ||||||||
For the year ended June 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | - | $ | - | ||||
Net loss | -1,079 | -1,027 | ||||||
Loss per share - basic and diluted | $ | 0 | $ | -0.01 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
The tax effects of temporary differences and tax loss carry forwards that give rise to significant portions of deferred tax assets at June 30, 2014 and 2013 are comprised of the following: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Deferred tax asset | ||||||||
Net operating loss carryovers | $ | 21,698 | $ | 22,427 | ||||
Stock based compensation | 125 | - | ||||||
Total deferred tax assets | 21,823 | 22,427 | ||||||
Valuation Allowance | -21,823 | -22,427 | ||||||
Deferred tax asset, net of allowance | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Statutory federal income tax rate | -34 | % | -34 | % | ||||
State taxes, net of federal tax benefit | -11.5 | % | -11.5 | % | ||||
Valuation Allowance | 45.5 | % | 45.5 | % | ||||
Income tax provision (benefit) | 0 | % | 0 | % | ||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The income tax provision consists of the following: | ||||||||
As of June 30, | ||||||||
2014 | 2013 | |||||||
Federal | ||||||||
Current | $ | - | $ | - | ||||
Deferred | 451 | -350 | ||||||
State | ||||||||
Current | - | - | ||||||
Deferred | 153 | -118 | ||||||
Change in valuation allowance | -604 | 468 | ||||||
Income tax provision (benefit) | $ | - | $ | - | ||||
NATURE_OF_OPERATIONS_Details_T
NATURE OF OPERATIONS (Details Textual) (Momspot LLC [Member]) | Jul. 11, 2013 |
Momspot LLC [Member] | ' |
Nature Of Operations And Going Concern [Line Items] | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
LIQUIDITY_AND_FINANCIAL_CONDIT1
LIQUIDITY AND FINANCIAL CONDITION (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash and Cash Equivalents, at Carrying Value | $101 | $717 |
Working Capital Deficit | 71 | ' |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | ($790) | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,875,000,000 | 4,600,000,000 |
Options to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 275,000,000 | 0 |
Convertible preferred shares | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,600,000,000 | 4,600,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Research and Development Expense | $42 |
FRESH_START_ACCOUNTING_Details
FRESH START ACCOUNTING (Details) (USD $) | Jul. 11, 2013 | |
In Thousands, unless otherwise specified | ||
Current assets | ' | |
Cash and cash equivalents | $0 | |
Prepaid expenses and other current assets | ' | |
Total current assets | 0 | |
TOTAL ASSETS | 0 | |
Current liabilities | ' | |
Accounts payable and accrued expenses | -15,395 | [1] |
Note payable | -2,614 | [2] |
Total current liabilities | -18,009 | |
TOTAL LIABILITIES | -18,009 | |
COMMITMENTS AND CONTINGENCIES | 0 | |
STOCKHOLDERS' EQUITY/ DEFICIENCY | ' | |
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | 5 | [2] |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | -1,000 | [3] |
Additional paid-in capital | -182,281 | [4] |
Fresh start adjustment additional paid in capital adjustment | 778 | [5] |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | 4,981 | [4] |
Accumulated income (deficit) | 195,526 | [3] |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | 18,009 | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | 0 | |
Current assets | ' | |
Cash and cash equivalents | 717 | |
Prepaid expenses and other current assets | 237 | |
Total current assets | 954 | |
TOTAL ASSETS | 954 | |
Current liabilities | ' | |
Accounts payable and accrued expenses | 171 | |
Note payable | 0 | |
Total current liabilities | 171 | |
TOTAL LIABILITIES | 171 | |
COMMITMENTS AND CONTINGENCIES | 0 | |
STOCKHOLDERS' EQUITY/ DEFICIENCY | ' | |
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | 5 | |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 0 | |
Additional paid-in capital | 0 | |
Postconfirmation additional paid in capital adjustment | 778 | |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | 0 | |
Accumulated income (deficit) | 0 | |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | 783 | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | 954 | |
Predecessor [Member] | ' | |
Current assets | ' | |
Cash and cash equivalents | 717 | |
Prepaid expenses and other current assets | 237 | |
Total current assets | 954 | |
TOTAL ASSETS | 954 | |
Current liabilities | ' | |
Accounts payable and accrued expenses | 15,566 | |
Note payable | 2,614 | |
Total current liabilities | 18,180 | |
TOTAL LIABILITIES | 18,180 | |
COMMITMENTS AND CONTINGENCIES | 0 | |
STOCKHOLDERS' EQUITY/ DEFICIENCY | ' | |
Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013 | 0 | |
Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013. | 1,000 | |
Additional paid-in capital | 182,281 | |
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively. | -4,981 | |
Accumulated income (deficit) | -195,526 | |
TOTAL SHAREHOLDERS EQUITY/ DEFICIENCY | -17,226 | |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY/ DEFICIENCY | $954 | |
[1] | To record conversion of pre-petition Accounts Payable to 300,000,000, $0.000001 par value common shares, in accordance with the new post-bankruptcy capital structure | |
[2] | To record conversion of note payable to 4,600,000,000, $0.000001 par value shares of convertible preferred stock, in accordance with the new post-bankruptcy petition capital structure | |
[3] | To reduce the total par value of stock held by the pre-petition stockholders to $100, in accordance with the new post-bankruptcy capital structure | |
[4] | To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013 | |
[5] | Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013 |
FRESH_START_ACCOUNTING_Details1
FRESH START ACCOUNTING (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Jul. 11, 2013 | Jun. 30, 2014 | Jul. 11, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 11, 2013 | Jun. 30, 2013 |
Predecessor [Member] | Predecessor [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | |||
Predecessor [Member] | Predecessor [Member] | |||||||
Fresh-Start Adjustment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | 5,000,000,000 | ' | 5,000,000,000 | 0 |
Preferred Stock, Shares Issued | ' | ' | ' | ' | 4,600,000,000 | ' | 4,600,000,000 | 0 |
Preferred Stock, Shares Outstanding | ' | ' | ' | ' | 4,600,000,000 | ' | 4,600,000,000 | 0 |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | $0.01 | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 100,000,000,000 | 100,000,000,000 | 100,000,000 | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 400,000,000 | 400,000,000 | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | 400,000,000 | 400,000,000 | 100,000,000 | ' | ' | ' | ' |
Treasury Stock, Shares | ' | 0 | 0 | 681,509 | ' | ' | ' | ' |
Existing Predecessor Voting Shares Percentage | ' | 'less than 50% | ' | ' | ' | ' | ' | ' |
Reorganization Items | $778 | ($204) | $778 | ($221) | ' | ' | ' | ' |
Reduction In Total Par Value Of Stock Held By Pre Petition Stockholders | ' | ' | $100 | ' | ' | ' | ' | ' |
Shares Issued Conversion Of Pre Petition Accounts Payable | ' | ' | 300,000,000 | ' | ' | ' | ' | ' |
Shares Issued Conversion Of Pre Petition Notes Payable | ' | ' | 4,600,000,000 | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Feb. 11, 2014 | Jun. 30, 2014 | Feb. 11, 2014 | Feb. 11, 2014 | Feb. 28, 2014 | Feb. 11, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 11, 2013 | Jul. 11, 2013 | Jun. 30, 2013 | Jul. 11, 2013 | Jun. 30, 2013 | Jul. 11, 2013 |
Sebastian Giordano [Member] | Edward Gildea [Member] | Edward Gildea [Member] | Jonathan Schechter [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Cumulative Preferred Stock [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Unsecured Debt [Member] | |||
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Predecessor [Member] | ||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 100,000,000,000 | ' | ' | ' | ' | ' | ' | ' | 100,000,000,000 | 100,000,000 | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.01 | ' | ' | ' |
Common Stock, Shares, Issued | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 |
Number Of Outstanding Shares Exchanged For Pre Bankruptcy Petition Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Number Of Shares Issued For Pre Bankruptcy Petition Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 100,000,000 | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | 5,000,000,000 | ' | ' | ' | ' | 5,000,000,000 | 0 | ' |
Preferred Stock, Par or Stated Value Per Share | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' | ' |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | ' | 4,600,000,000 | ' | ' | ' | ' | 4,600,000,000 | 0 | ' |
Preferred Stock, Shares Outstanding | ' | ' | ' | ' | ' | ' | 4,600,000,000 | ' | ' | ' | ' | 4,600,000,000 | 0 | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | 4,600,000,000 | ' | ' | 4,600,000,000 | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | 125,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Fair Value | ' | $275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | ' | 0.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | ' | 0.71% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | 84.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Conversion Basis | ' | 'The holders of the Series A Preferred Stock each have the right at any time, at the holder’s option, to convert any or all of his shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of common stock to the extent that such conversion would not result in beneficial ownership by the holder of more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Terms of Conversion | ' | 'From July 12, 2013 through July 12, 2014, each Holder of the Series A Preferred Stock is prohibited from selling or otherwise transferring more than 2.5% of our outstanding common stock, calculated on a fully diluted basis, per 90-day period. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | ' | '4 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_DUE_TO_STOCKHOLD1
NOTES PAYABLE DUE TO STOCKHOLDERS (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Feb. 11, 2014 | Jun. 30, 2014 | Feb. 11, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 11, 2014 | Feb. 11, 2014 | |
Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | |||
Subsequent Event [Member] | Principal Stockholders One [Member] | Principal Stockholders Two [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | $87,500 | $87,500 |
Debt Instrument, Interest Rate During Period | ' | ' | 5.00% | ' | 12.00% | ' | ' |
Interest Expense | ' | 3,000 | ' | 3,000 | ' | ' | ' |
Debt Instrument, Maturity Date | 31-Jul-15 | ' | ' | ' | ' | ' | ' |
Interest Payable, Current | ' | $3,000 | ' | $3,000 | ' | ' | ' |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | Jun. 30, 2014 | |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $0 | |
Momspot LLC [Member] | ' | |
Business Acquisition [Line Items] | ' | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $0 | [1] |
[1] | Fair value, which was not material, was based upon the fair value of the cash consideration paid by the Company for the acquisition of Momspot ($0 consideration received) and a discounted cash flow analysis, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. |
BUSINESS_COMBINATIONS_Details_
BUSINESS COMBINATIONS (Details 1) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Business Acquisition [Line Items] | ' | ' |
Revenues | $0 | $0 |
Net loss | ($1,079) | ($1,027) |
Loss per share - basic and diluted | $0 | ($0.01) |
BUSINESS_COMBINATIONS_Details_1
BUSINESS COMBINATIONS (Details Textual) (Momspot LLC [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jul. 11, 2013 |
Momspot LLC [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | 51.00% |
Business Acquisition, Preacquisition Contingency, Amount of Settlement | ' | $165 |
Business Combination, Consideration Transferred | $0 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net [Abstract] | ' | ' |
Net operating loss carryovers | $21,698 | $22,427 |
Stock based compensation | 125 | 0 |
Total deferred tax assets | 21,823 | 22,427 |
Valuation Allowance | -21,823 | -22,427 |
Deferred tax asset, net of allowance | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes [Line Items] | ' | ' |
Statutory federal income tax rate | -34.00% | -34.00% |
State taxes, net of federal tax benefit | -11.50% | -11.50% |
Valuation Allowance | 45.50% | 45.50% |
Income tax provision (benefit) | 0.00% | 0.00% |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Federal | ' | ' |
Current | $0 | $0 |
Deferred | 451 | -350 |
State | ' | ' |
Current | 0 | 0 |
Deferred | 153 | -118 |
Change in valuation allowance | -604 | 468 |
Income tax provision (benefit) | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes [Line Items] | ' | ' |
Operating Loss Carryforwards | $47,700,000 | $47,700,000 |
Operating Loss Carryforwards, Expiration Date | 30-Jun-29 | ' |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | ($604,000) | $468,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
Feb. 11, 2014 | Jun. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | |||
Iroquois [Member] | Hudson [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Proceeds from Notes Payable | ' | $175,000 | $90,000 | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | $45,000 | $45,000 |
Debt Instrument, Interest Rate During Period | ' | ' | 5.00% | ' | ' |
Debt Instrument, Maturity Date | 31-Jul-15 | ' | 31-Jul-15 | ' | ' |