Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 20, 2018 | Dec. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | VISIUM TECHNOLOGIES, INC. | ||
Entity Central Index Key | 1,082,733 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 223,548 | ||
Entity Common Stock, Shares Outstanding | 11,653,614 | ||
Trading Symbol | VISM | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 11,412 | $ 2,313 |
Total current assets | 11,412 | 2,313 |
Total assets | 11,412 | 2,313 |
Current liabilities: | ||
Accounts payable and accrued expenses | 626,583 | 565,468 |
Accrued compensation | 155,825 | 65,825 |
Accrued interest | 1,686,054 | 1,493,014 |
Convertible notes payable to ASC Recap LLC | 147,965 | 147,965 |
Convertible notes payable, net of discount of $0 and $27,083, respectively | 1,617,984 | 2,174,831 |
Notes payable | 270,241 | 270,241 |
Due to officers | 21,000 | 214,300 |
Total current liabilities | 4,525,652 | 4,931,643 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized: 23,212,549 shares issued and 9,376,441 outstanding at June 30, 2018, and 499,152 shares issued and outstanding at June 30, 2017, respectively (See Note 5) | 937 | 50 |
Additional paid in capital | 40,160,699 | 38,356,156 |
Accumulated deficit | (44,691,196) | (43,300,856) |
Total stockholders' deficit | (4,514,240) | (4,929,330) |
Total liabilities and stockholders' deficit | 11,412 | 2,313 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 13,992 | 13,992 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 1,328 | 1,328 |
Series AA Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Convertible notes payable, net of discount | $ 0 | $ 27,083 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 23,212,549 | 499,152 |
Common stock, shares outstanding | 9,376,441 | 499,152 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 13,992,340 | 13,992,340 |
Preferred stock, shares outstanding | 13,992,340 | 13,992,340 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 1,327,640 | 1,327,640 |
Preferred stock, shares outstanding | 1,327,640 | 1,327,640 |
Series AA Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | |
Preferred stock, shares outstanding | 1 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Net revenues | ||
Operating expenses: | ||
Selling, general and administrative | 1,043,230 | 2,056,854 |
Total operating expenses | 1,043,230 | 2,056,854 |
Loss from operations | (1,043,230) | (2,056,854) |
Other income (expense) | ||
Gain on change in fair value of derivative liabilities | 636,096 | |
Interest expense | (275,975) | (339,351) |
Debt conversion expense | (96,272) | |
Gain on debt settlement | 25,137 | |
Total other income (expense) | (347,110) | 296,745 |
Net income (loss) | $ (1,390,340) | $ (1,760,109) |
Weighted average common shares | ||
Basic | 1,999,018 | 118,087 |
Diluted | 1,999,018 | 118,087 |
Net loss Per Common Share - Basic and Diluted: | $ (0.70) | $ (14.91) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series AA Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2016 | $ 13,992 | $ 1,328 | $ 0 | $ 37,026,370 | $ (41,540,747) | $ (4,499,056) | |
Balance, shares at Jun. 30, 2016 | 13,992,340 | 1,327,640 | 1,885 | ||||
Shares issued as compensation | $ 6 | 1,079,994 | 1,080,000 | ||||
Shares issued as compensation, shares | 56,667 | ||||||
Shares issued for accrued compensation | $ 0 | 80,000 | 80,000 | ||||
Shares issued for accrued compensation, shares | 667 | ||||||
Shares issued for conversion of notes payable | $ 44 | 169,790 | 169,834 | ||||
Shares issued for conversion of notes payable, shares | 439,934 | ||||||
Debt conversion expense | |||||||
Net income/ loss for the year ended | (1,760,108) | (1,760,109) | |||||
Balance at Jun. 30, 2017 | $ 13,992 | $ 1,328 | $ 50 | 38,356,155 | (43,300,855) | (4,929,330) | |
Balance, shares at Jun. 30, 2017 | 13,992,340 | 1,327,640 | 499,152 | ||||
Shares issued as compensation | $ 431 | 358,069 | 358,500 | ||||
Shares issued as compensation, shares | 4,308,335 | ||||||
Shares issued for conversion of notes payable | $ 128 | 141,302 | 141,430 | ||||
Shares issued for conversion of notes payable, shares | 1,277,546 | ||||||
Shares issued for consulting services | $ 310 | 299,285 | 299,595 | ||||
Shares issued for consulting services, share | 3,095,241 | ||||||
Shares issued for accrued payables | $ 10 | 59,990 | 60,000 | ||||
Shares issued for accrued payables, shares | 95,238 | ||||||
Proceeds from sale of stock | $ 0 | $ 10 | 9,990 | 10,000 | |||
Proceeds from sale of stock, shares | 1 | 100,000 | |||||
Shares issued due to reverse split (rounding) | $ 0 | 0 | |||||
Shares issued due to reverse split (rounding), shares | 930 | ||||||
Debt conversion expense | 96,273 | 96,273 | |||||
Forgiveness of debt due to former officer | 839,634 | 839,634 | |||||
Net income/ loss for the year ended | (1,390,340) | (1,390,340) | |||||
Balance at Jun. 30, 2018 | $ 13,992 | $ 1,328 | $ 0 | $ 938 | $ 40,160,699 | $ (44,691,196) | $ (4,514,240) |
Balance, shares at Jun. 30, 2018 | 13,992,340 | 1,327,640 | 1 | 9,376,441 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,390,340) | $ (1,760,109) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of debt discount | 27,083 | 81,667 |
Stock based compensation | 658,095 | 1,080,000 |
Gain on forgiveness of debt | (25,137) | |
Gain on change in fair value of derivative liabilities | (636,096) | |
Convertible note issued for severance agreement | 480,000 | |
Debt conversion expense | 96,272 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 94,956 | (46,442) |
Accrued compensation | 240,000 | 264,302 |
Accrued interest | 239,670 | 257,684 |
Net cash used in operating activities | (59,401) | (278,993) |
Cash flows from financing activities: | ||
Advance from officers | 21,000 | |
Proceed from sale of common stock | 10,000 | |
Proceeds from short term note payable | 30,000 | |
Proceeds from convertible notes payable | 37,500 | 249,500 |
Net cash provided by financing activities | 68,500 | 279,500 |
Net increase in cash | 9,099 | 507 |
Cash at beginning of year | 2,313 | 1,806 |
Cash at end of year | 11,412 | 2,313 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Issuance of common stock for conversion of debt | 141,430 | 169,834 |
Issuance of common stock to satisfy accrued compensation | $ 242,500 | $ 80,000 |
Organization, Description of Bu
Organization, Description of Business and Going Concern | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Going Concern | NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN Visium Technologies, Inc. , The Company is focused on digital risk management, cybersecurity, and technology services for network physical security, the Cloud, mobility solutions, and the Internet of Things (“IOT”). The Company named Mark Lucky as its Chief Executive Officer in February 2018 to provide strategic expertise in pursuing its business plans. On March 5, 2018 a majority of the common shareholders approved certain corporate actions, and the Company filed an amendment to its Articles of Incorporation with the State Department of Corporations in the State of Florida to effect the following changes, effective March 1, 2018: (i) reverse the Common stock by a ratio of three thousand for one (3,000:1). The board of directors was authorized to implement the reverse stock split. (ii) change the name of the Company to Visium Technologies, Inc. from Nustate Energy Holdings, Inc. (iii) amend our Amended and Restated Articles of Incorporation to designate Series AA Convertible Preferred Stock which provides that the Holder shall vote on all matters as a class with the holders of the Company’s Common Stock and shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Going Concern The accompanying financial statements have been prepared on a going concern basis. For the year ended June 30, 2018 we had a net loss of $1,390,340, had net cash used in operating activities of $59,401, and had negative working capital of $4,514,240. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is in the process of acquiring an operating entity actively engaged in a business that generates sustained revenues. We are also considering several additional potential acquisitions and are investigating various candidates to determine whether they would have the potential to add value to us for the benefit of our stockholders. We intend to restrict our consideration of potential business to communications, services, or technology. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years. Any business combination or transaction may result in a significant issuance of shares and substantial dilution to our present stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Black-Scholes-Merton stock based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid, temporary, cash equivalents with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2018 and 2017. Concentration of Credit Risks The Company is subject to a concentration of credit risk from cash. The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. During the years ended June 30, 2018 and 2017, the Company had not reached a bank balance exceeding the FDIC insurance limit. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2018 and 2017, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. During the year ended June 30, 2017, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. During the year ended June 30, 2017, the Company determined that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there was no derivative liability associated with these convertible notes. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument (e.g., Black-Scholes-Merton), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The derivate liability that had previously been recognized was recorded as a gain through the change in fair value of derivative liability on the statement of operations as of June 30, 2017. As of June 30, 2018 the Company has still determined that there was no active market for the Company’s common stock. Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. Convertible Instruments The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2017 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , Share-Based Payments The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Black-Scholes-Merton, or BSM, option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Segment Reporting The Company operates in one business segment which technologies are focused on cybersecurity. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “ Leases” In March 2016, the FASB issued ASU No. 2016-09, “ Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, In August 2016, the FASB issued ASU Update No. 2016-15, “Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments,” which is intended to reduce diversity in practice in how certain transactions are classified in the statements of cash flows. This update will be effective for fiscal years beginning after December 15, 2017 (the Company’s fiscal year ending April 30, 2019), and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company plans to adopt the ASU in its fiscal year ending April 30, 2019. The Company does not expect the impact of the adoption of this ASU to have a material impact on the Company’s consolidated statements of cash flows. In May 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, regarding the accounting implications of the recently issued Tax Cuts and Jobs Act (the “Act”). This standard is effective immediately. The update clarifies that in a company’s financial statements that include the reporting period in which the Act was enacted, the company must first reflect the income tax effects of the Act in which the accounting under GAAP is complete. These amounts would not be provisional amounts. The company would also report provisional amounts for those specific income tax effects for which the accounting under GAAP is incomplete, but a reasonable estimate can be determined. The Company has recorded a provisional amount which it believes is a reasonable estimate of the effects of the Act on the Company’s financial statements as of April 30, 2018. Technical corrections or other forthcoming guidance could change how the Company interprets provisions of the Act, which may impact its effective tax rate and could affect its deferred tax assets, tax positions and/or its tax liabilities. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management has early adopted this guidance and has determined that no changes were necessary for the prior year presented in these financials because the only applicable restricted stock awards were granted in April 2018. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares includable in the computation of fully-diluted per-share results are not presented in the financial statements for the year ended June 30, 2018 and 2017 as their effect would be anti-dilutive. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 3: DERIVATIVE LIABILITY For the year ended June 30, 2017, the Company recorded a gain on the change in fair value of derivative liabilities of $636,096. This was due to management’s change in accounting estimate during the year ended June 30, 2017. The Company determined that all of the underlying notes were past due and in default, and that there was no active market for the Company’s common stock. Because of this lack of liquidity and market value, there was no derivative liability associated with these convertible notes. Changes in the derivative liabilities during the years ended June 30, 2018 and 2017 are as follows: Derivative liabilities at June 30, 2016 $ 636,096 Derivative liability expense - Gain on change in fair value of derivative liability, recognized as other income (636,096 ) Derivative liabilities at June 30, 2017 and 2018 $ - |
Convertible Notes Payable and N
Convertible Notes Payable and Note Payable | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable and Note Payable | NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible Notes Payable At June 30, 2018 and June 30, 2017 convertible debentures consisted of the following: June 30, 2018 2017 Convertible notes payable $ 1,617,984 $ 2,201,914 Discount on convertible notes - (27,083 ) Convertible notes payable to ASC Recap 147,965 147,965 Total $ 1,765,949 $ 2,322,796 The Company had convertible promissory notes aggregating approximately $1.8 million and $2.3 million at June 30, 2018 and June 30, 2017, respectively. The related accrued interest amounted to approximately $1.44 million and $1.27 million at June 30, 2018 and June 30, 2017, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the holders’ option, at rates ranging from $0.09 to $22,500 per share. At June 30, 2018, all $1.7 million of convertible promissory notes had matured, are in default and remain unpaid. On July 22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC (“ASC”) two convertible promissory notes with principal amounts of $25,000 and $125,000, respectively. These two notes were issued as a fee for services under a 3(a)10 transaction. While the Company continues to carry the balance of these notes on its balance sheet, management is disputing the notes and does not believe that the balances of these notes are owed. See Note 10 – Subsequent Events in the footnotes tothe financial statements. The July 22, 2013 note matured on March 31, 2014 and a balance of $22,965 remains unpaid. The May 6, 2014 note matured on May 6, 2016 and remains unpaid. The notes are convertible into the common stock of the Company at any time at a conversion price equal to (i) 50% of the lowest closing bid price of our common stock for the twenty days prior to conversion or (ii) fixed price of $0.15 or $0.30 per share. During the year ended June 30, 2018, the Company amended the conversion terms for twelve convertible noteholders. The amended notes totaled $139,225 in principal and were amended such that the conversion price is fixed at $0.09 per share, from conversion terms that were priced at a 50% discount of the average closing bid price per share of Common Stock during the ten consecutive trading days immediately prior to any such conversion. For those notes that were converted immediately after the amendment, the Company recorded a debt conversion expense of $96,272, in accordance with guidance in ASC-470 for induced debt conversions. The Company recorded an expense of $96,272 as a loss on reconstruction of debt related to the amendments to these notes. For the year ended June 30, 2018, the following summarizes the conversion of debt for common shares: Date Shares Issued (Post-Split) Amount Converted Conversion Price Per Share 07/10/2017 GOLD COAST CAPITAL LLC 60,000 $ 9,000 $ 0.15 07/10/2017 ENTERPRISE SOLUTIONS LLC 29,767 8,930 $ 0.30 07/31/2017 ENTERPRISE SOLUTIONS LLC 33,333 5,000 $ 0.15 08/08/2017 ENTERPRISE SOLUTIONS LLC 33,334 10,000 $ 0.30 08/28/2017 ENTERPRISE SOLUTIONS LLC 33,334 5,000 $ 0.15 09/06/2017 ENTERPRISE SOLUTIONS LLC 14,000 2,100 $ 0.15 10/09/2017 ROYAL PALM CONSULTING SERVICES LLC 39,667 5,950 $ 0.15 10/03/2017 ROYAL PALM CONSULTING SERVICES LLC 39,667 5,950 $ 0.15 06/08/2018 LANCE QUARTIERI 994,444 89,500 0.09 Total 1,277,546 $ 141,430 $ 0.11 Transactions During the year ended June 30, 2018 we issued convertible notes to three investors, totaling $37,500. The notes bear interest at 12% and have a term of sixty days. Notes Payable The Company had promissory notes aggregating $270,241 at both June 30, 2018 and June 30, 2017, respectively. The related accrued interest amounted to approximately $245,000 and $222,000 at June 30, 2018 and June 30, 2017, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. All promissory notes outstanding as of June 30, 2018 have matured, are in default, and remain unpaid. Transactions The Company generated proceeds of $249,500 from the issuance of convertible promissory notes with interest rates of 0% during fiscal 2017, and $30,000 from the issuance of a short term note payable, with an interest rate of 0% during fiscal 2017. The Company recognized interest expense of approximately $276,000 and $339,400 during fiscal 2018 and 2017, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 5: STOCKHOLDERS’ DEFICIT Common Stock At June 30, 2018, the Company had 10,000,000,000 authorized common shares. At June 30, 2018 the Company issued 23,212,549 common shares of which 9,376,441 were outstanding, as a result of the unvested shares issued for the restricted stock awards granted during the year. See Note 6. The Company effected a reverse split of our Common stock by a ratio of three thousand for one (3,000:1). The board of directors was authorized to implement the reverse stock split effective March 5, 2018. The reverse stock split adjusted the then issued and outstanding Common shares of the company from 4,457,470,456 Common Shares to a total of 1,485,824 Common Shares. This action had no effect on the number of Authorized common shares of the Company. Issuances of Common Stock During 2018 Convertible Notes Payable During the fiscal first quarter, the Company issued 203,767 shares of its common stock upon the conversion of $40,030 of principal of its outstanding convertible notes, at an average price of $0.1965 per share. During the fiscal second quarter, the Company issued 79,333 shares of its common stock upon the conversion of $11,900 of principal of its outstanding convertible notes, at an average price of $0.015 per share. During the fiscal fourth quarter, the Company issued 994,446 shares of its common stock upon the conversion of $89,500 of principal of its outstanding convertible notes, at an average price of $0.09 per share. Stock Based Compensation During May 2018 the Company issued 1,500,000 shares of its common stock to its CEO, Mark Lucky, as compensation. The shares were valued at $0.06, the market price on the date of issuance for a total value of $90,000. The expense is included in general and administrative expenses and was recognized on the date the stock was issued. See Note 8 – Related Party Transactions. During May 2018 the Company issued 1,000,000 shares of its common stock to Tom Grbelja, as compensation for his service on the Board of Directors. The shares were valued at $0.06, the market price on the date of issuance for a total value of $60,000. The expense is included in general and administrative expenses and was recognized on the date the stock was issued. See Note 8 – Related Party Transactions. During May 2018 the Company issued 900,000 shares of its common stock to Paul Favata, as compensation for his service on the Board of Directors. The shares were valued at $0.06, the market price on the date of issuance for a total value of $54,000. The expense is included in general and administrative expenses and was recognized on the date the stock was issued. See Note 8 – Related Party Transactions. During May 2018 the Company issued 1,450,000 shares of its common stock to two consultants, as compensation for consulting services. The shares were valued at $0.06, the market price on the date of issuance for a total value of $87,000. The expense is included in general and administrative expenses and was recognized on the date the stock was issued. During May 2018 the Company issued 1,131,350 shares of its common stock to three consultants, as compensation for consulting services. The shares were valued at $0.12, the market price on the date of issuance for a total value of $135,762. The expense is included in general and administrative expenses and was recognized on the date the stock was issued. Sale of Restricted Common Stock During May 2018 we sold 100,000 shares of common stock, valued at $10,000 to an accredited investor, and the issuance was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. Grants of Restricted Common Stock During the quarter ended March 31, 2018 the Company issued a restricted share award of 166,667 shares of its $0.0001 par value common stock to its new CEO, Mark Lucky, as compensation. The shares were valued at $50,000, or $0.30 per share on a post reverse split basis. On a pre-reverse split basis, the shares were issued at par value as there was no active market in our common stock. During the quarter ended March 31, 2018 the Company issued a restricted share award of 166,667 shares of its $0.0001 par value common stock to its new board member, Tom Grbelja, as compensation for services rendered. The shares were valued at $50,000, or $0.30 per share on a post reverse split basis. On a pre-reverse split basis, the shares were issued at par value as there was no active market in our common stock During the quarter ended March 31, 2018 the Company issued a restricted share award of 83,334 shares of its $0.0001 par value common stock to its new board member, Paul Favata, as compensation for services rendered. The shares were valued at $25,000, or $0.30 per share on a post reverse split basis. On a pre-reverse split basis, the shares were issued at par value as there was no active market in our common stock During the quarter ended March 31, 2018 the Company issued 191,669 shares of its $0.0001 par value common stock to four consultants, as compensation under four separate consulting agreements. The shares were valued at $57,500, or $0.30 per share on a post reverse split basis. On a pre- reverse split basis, the shares were issued at par value as there was no active market in our common stock During the quarter ended March 31, 2018 the Company issued 95,238 shares of its $0.0001 par value common stock to satisfy a liability owed to a Company controlled by our CEO. The shares were valued at $60,000, or $0.63 per share on a post reverse split basis, the weighted average market price for the ten preceding days from the date that the shares were issued. Issuances of Common Stock During 2017 During fiscal 2017 we issued shares of our common stock as follows: On August 15, 2017, the Company issued 6,667 shares of its common stock to its former CEO, Kevin Yates, as compensation. The shares were valued at $90.00 per share, the market price of the common stock on the date of issuance for a total value of $600,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On August 15, 2017, the Company issued 1,667 shares of its common stock to its former CFO, Mark Lucky, as compensation. The shares were valued at $90.00 per share, the market price of the common stock on the date of issuance for a total value of $150,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On August 15, 2017, the Company issued 667 shares of its common stock to its former CEO, Kathleen Roberton, pursuant to a settlement agreement, for unpaid wages. Per agreement, the shares were valued at $120.00 per share for a total value of $80,000. On December 12, 2017, the Company issued 1,667 shares of its common stock to its former CEO, Kevin Yates, as compensation. The shares were valued at $6.00 per share, the market price of the common stock on the date of issuance for a total value of $10,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On December 12, 2017, the Company issued 1,667 shares of its common stock to its former CFO, Mark Lucky, as compensation. The shares were valued at $6.00 per share, the market price of the common stock on the date of issuance for a total value of $10,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On December 12, 2017, the Company issued 3,333 shares of its common stock to a company controlled by its former CEO, Kevin Yates, as compensation. The shares were valued at $6.00 per share, the market price of the common stock on the date of issuance for a total value of $20,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On January 11, 2018, the Company issued 8,333 shares of its common stock to its former CFO, Mark Lucky, as compensation. The shares were valued at $6.00 per share, the market price of the common stock on the date of issuance for a total value of $50,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. On January 11, 2017, the Company issued 33,333 shares of its common stock to a company controlled by its former CEO, Kevin Yates, as compensation. The shares were valued at $6.00 per share, the market price of the common stock on the date of issuance for a total value of $200,000. This expense is included in general and administrative expenses and was recognized on the date the stock was issued. During the fiscal first quarter, the Company issued 1,600 shares of its common stock upon the conversion of $18,597 of principal of its outstanding convertible notes, at an average price of $11.62 per share. During the fiscal second quarter, the Company issued 3,831 shares of its common stock upon the conversion of $13,454 of principal of its outstanding convertible notes, at an average price of $3.52 per share. During the fiscal third quarter, the Company issued 141,083 shares of its common stock upon the conversion of $86,740 of principal of its outstanding convertible notes, at an average price of $0.61 per share. During the fiscal fourth quarter, the Company issued 293,421 shares of its common stock upon the conversion of $51,047 of principal of its outstanding convertible notes, at an average price of $0.17 per share. Preferred Stock Series A and B issued and outstanding shares of the Company’s convertible preferred stock have a par value of $0.001. All classes rank(ed) prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock. Series A Convertible Preferred Stock The Series A Preferred Stock has a stated value of $750.00 per share. Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares are governed by Lock-Up/Leak-Out Agreements. Series B Convertible Preferred Stock Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April, 2016. This new Series B Preferred Stock has a $0.001 par value, and each 300 shares is convertible into one share of the Company’s common stock, with a stated value of $375 per share. Series AA Convertible Preferred Stock In March 2018, the Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CEO, is the holder of the one share of Series AA Convertible Preferred Stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 6 STOCK-BASED COMPENSATION Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the year ended June 30, 2018 For the Year ended June 30, 2018 June 30, 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period — $ — — — Granted 14,650,000 $ 0.06 — — Vested 813,892 $ 0.06 — — Unvested at end of period 13,836,108 $ 0.06 — — Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of June 30, 2018 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7: INCOME TAXES The Company has not filed its corporate tax returns since fiscal 2007. Due to recurring losses, the Company’s tax provision for the years ended June 30, 2018 and 2017 was $0. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2018 2017 Statutory federal rate (28.1 )% (35.0 )% State income tax rate, net of federal benefit (3.6 )% (3.5 )% Permanent differences, including stock based compensation 8.6 % (5.6 )% Change in valuation allowance 23.1 % 44.1 % Effective tax rate 0.0 % 0.0 % At June 30, 2018 and 2017 the Company’s deferred tax assets were as follows: June 30, 2018 June 30, 2017 Tax benefit of net operating loss carry forward $ 6,244,000 $ 10,704,000 Less: valuation allowance (6,244,000 ) (10,704,000 ) Net deferred tax assets $ - $ - As of June 30, 2018, the Company had unused net operating loss carry forwards of approximately $31.1 million available to reduce future federal taxable income. Net operating loss carryforwards expire through fiscal years ending 2037. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership). The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The Company’s valuation allowance at June 30, 2018 and 2017 was $6,244,000 and $10,704,000, respectively. The change in the valuation allowance during the year ended June 30, 2018 was a decrease of approximately $4.5 million. The change in the valuation allowance during the year ended June 30, 2017 was an increase of $340,000. Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21.7% for the year ended June 30, 2018. Going forward the blended rate will be 25.4% for future years. The change in blended tax rate reduced the 2018 net operating loss carry forward deferred tax assets by approximately $4.5 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8: RELATED PARTY TRANSACTIONS During fiscal 2018 and 2017, the Company incurred expenses of $8,843 and $97,841, respectively, to a related party by means of common ownership and management with the Company as compensation to our former Chairman of the Board and Chief Executive Officer. The expenses are recorded as consulting expense and appears in general and administrative expense on our Statement of Operations. Equity transactions with related parties are described in Note 6. From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. During year ended June 30, 2018 Mr. Lucky advanced $26,000, and Mr. Grbelja advanced $20,000 to the Company. $21,000 of these advances remain outstanding as of June 30, 2018. In March 2018 the Company entered into a settlement agreement with its former Chief Executive Officer, Kevin Yates. In exchange for a full settlement and release of all claims, including accrued salary of $363,000 and a note payable plus accrued interest of $526,632 the Company agreed to pay Mr. Yates a sum of $50,000 no later than December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9: COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases a virtual office space under a non-cancelable operating lease, which expires August 31, 2019. Future minimum annual payments under non-cancelable operating leases at June 30, 2018 are as follows (in thousands): Year ending June 30, Amount 2019 $ 5,688 2020 948 2021 - 2022 - 2023 - Thereafter - Total future minimum lease payments $ 6,636 Contingencies The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies Legal Claims The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10: SUBSEQUENT EVENTS License Agreement with George Mason Research Foundation, Inc. On July 24, 2018, the Company entered into a Patent License Agreement (the “Agreement”) with George Mason Research Foundation, Inc. (“GMRF”), a non-profit organization formed for the benefit of George Mason University. The Agreement grants to the Company a royalty-bearing license under six U.S. Patents during the term of the Agreement. The term of the Agreement is from the Effective Date until the expiration of all issued patents licensed under the Agreement. Under the Agreement, the Company is required to make a first commercial sale of a “LICENSED PRODUCT” and/or a first commercial performance of a “LICENSED PROCESS,” as defined in the Agreement, on or before July 30, 2019. The 2019 minimum revenue target for the sale of products and services incorporating the GMRF technology is $100,000. This minimum revenue amount will increase in subsequent years. Within 30 days of the Effective date of the Agreement, the Company is required to pay GMRF a non-refundable license issue fee of $20,000. Pursuant to the Agreement, the Company is required to pay to GMRF a running royalty of 5% of “NET SALES,” as defined in the Agreement. Definitive Agreement To Acquire Threat Surface Solutions Group, LLC In August 2018, we entered into a definitive agreement to acquire Threat Surface Solutions Group, LLC, a company with expertise in Cybersecurity, Testing, Training, and Network Risk Assessment standards and processes. The closing of this acquisition is expected to occur no later than September 1, 2018 and is subject to customary closing conditions. Sale of Unregistered Securities In July 2018 the Company sold 1,228,000 shares of its par value common stock to seven accredited investors at a price of $0.10/share. The Company received $122,800. In July 2018 406,946 restricted shares which were issued to management and consultants were vested. In August 2018, the Company issued 642,227 shares of its common stock upon the conversion of $57,800 of principal and interest of its outstanding convertible notes to two noteholders, at an average price of $0.091 per share. In July 2018 the Company was named as the defendant in a legal proceeding brought by Tarpon Bay Partners LLC (the plaintiff) in the Judicial District Court of Danbury, Connecticut. The plaintiff asserts that the Company failed to convert two convertible notes held by the Plaintiff. The Company is vigorously contesting this claim. In July 2018 the Company formed a wholly owned subsidiary, Visium Analytics, LLC, a Virigina limited liability company. To date this subsidiary has not engaged in any business activities. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Black-Scholes-Merton stock based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid, temporary, cash equivalents with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2018 and 2017. |
Concentration of Credit Risks | Concentration of Credit Risks The Company is subject to a concentration of credit risk from cash. The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. During the years ended June 30, 2018 and 2017, the Company had not reached a bank balance exceeding the FDIC insurance limit. |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2018 and 2017, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. During the year ended June 30, 2017, the Company had notes payable outstanding in which the conversion rate was variable and undeterminable. During the year ended June 30, 2017, the Company determined that there was no active market for the Company’s common stock, and because of this lack of liquidity and market value, there was no derivative liability associated with these convertible notes. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument (e.g., Black-Scholes-Merton), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The derivate liability that had previously been recognized was recorded as a gain through the change in fair value of derivative liability on the statement of operations as of June 30, 2017. As of June 30, 2018 the Company has still determined that there was no active market for the Company’s common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. |
Convertible Instruments | Convertible Instruments The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2017 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , |
Share-Based Payment | Share-Based Payments The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Black-Scholes-Merton, or BSM, option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Segment Reporting | Segment Reporting The Company operates in one business segment which technologies are focused on cybersecurity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “ Leases” In March 2016, the FASB issued ASU No. 2016-09, “ Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, In August 2016, the FASB issued ASU Update No. 2016-15, “Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments,” which is intended to reduce diversity in practice in how certain transactions are classified in the statements of cash flows. This update will be effective for fiscal years beginning after December 15, 2017 (the Company’s fiscal year ending April 30, 2019), and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company plans to adopt the ASU in its fiscal year ending April 30, 2019. The Company does not expect the impact of the adoption of this ASU to have a material impact on the Company’s consolidated statements of cash flows. In May 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, regarding the accounting implications of the recently issued Tax Cuts and Jobs Act (the “Act”). This standard is effective immediately. The update clarifies that in a company’s financial statements that include the reporting period in which the Act was enacted, the company must first reflect the income tax effects of the Act in which the accounting under GAAP is complete. These amounts would not be provisional amounts. The company would also report provisional amounts for those specific income tax effects for which the accounting under GAAP is incomplete, but a reasonable estimate can be determined. The Company has recorded a provisional amount which it believes is a reasonable estimate of the effects of the Act on the Company’s financial statements as of April 30, 2018. Technical corrections or other forthcoming guidance could change how the Company interprets provisions of the Act, which may impact its effective tax rate and could affect its deferred tax assets, tax positions and/or its tax liabilities. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management has early adopted this guidance and has determined that no changes were necessary for the prior year presented in these financials because the only applicable restricted stock awards were granted in April 2018. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares includable in the computation of fully-diluted per-share results are not presented in the financial statements for the year ended June 30, 2018 and 2017 as their effect would be anti-dilutive. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Derivative Liabilities | Changes in the derivative liabilities during the years ended June 30, 2018 and 2017 are as follows: Derivative liabilities at June 30, 2016 $ 636,096 Derivative liability expense - Gain on change in fair value of derivative liability, recognized as other income (636,096 ) Derivative liabilities at June 30, 2017 and 2018 $ - |
Convertible Notes Payable and19
Convertible Notes Payable and Note Payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debenture | At June 30, 2018 and June 30, 2017 convertible debentures consisted of the following: June 30, 2018 2017 Convertible notes payable $ 1,617,984 $ 2,201,914 Discount on convertible notes - (27,083 ) Convertible notes payable to ASC Recap 147,965 147,965 Total $ 1,765,949 $ 2,322,796 |
Schedule of Conversion of Debt for Common Shares | For the year ended June 30, 2018, the following summarizes the conversion of debt for common shares: Date Shares Issued (Post-Split) Amount Converted Conversion Price Per Share 07/10/2017 GOLD COAST CAPITAL LLC 60,000 $ 9,000 $ 0.15 07/10/2017 ENTERPRISE SOLUTIONS LLC 29,767 8,930 $ 0.30 07/31/2017 ENTERPRISE SOLUTIONS LLC 33,333 5,000 $ 0.15 08/08/2017 ENTERPRISE SOLUTIONS LLC 33,334 10,000 $ 0.30 08/28/2017 ENTERPRISE SOLUTIONS LLC 33,334 5,000 $ 0.15 09/06/2017 ENTERPRISE SOLUTIONS LLC 14,000 2,100 $ 0.15 10/09/2017 ROYAL PALM CONSULTING SERVICES LLC 39,667 5,950 $ 0.15 10/03/2017 ROYAL PALM CONSULTING SERVICES LLC 39,667 5,950 $ 0.15 06/08/2018 LANCE QUARTIERI 994,444 89,500 0.09 Total 1,277,546 $ 141,430 $ 0.11 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Activity | A summary of the Company’s restricted stock activity for the year ended June 30, 2018 For the Year ended June 30, 2018 June 30, 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period — $ — — — Granted 14,650,000 $ 0.06 — — Vested 813,892 $ 0.06 — — Unvested at end of period 13,836,108 $ 0.06 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2018 2017 Statutory federal rate (28.1 )% (35.0 )% State income tax rate, net of federal benefit (3.6 )% (3.5 )% Permanent differences, including stock based compensation 8.6 % (5.6 )% Change in valuation allowance 23.1 % 44.1 % Effective tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax | At June 30, 2018 and 2017 the Company’s deferred tax assets were as follows: June 30, 2018 June 30, 2017 Tax benefit of net operating loss carry forward $ 6,244,000 $ 10,704,000 Less: valuation allowance (6,244,000 ) (10,704,000 ) Net deferred tax assets $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future minimum annual payments under non-cancelable operating leases at June 30, 2018 are as follows (in thousands): Year ending June 30, Amount 2019 $ 5,688 2020 948 2021 - 2022 - 2023 - Thereafter - Total future minimum lease payments $ 6,636 |
Organization, Description of 23
Organization, Description of Business and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Reverse stock split | A ratio of three thousand for one (3,000:1). | |
Common stock voting rights | The Holder shall vote on all matters as a class with the holders of the Company's Common Stock and shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. | |
Net loss | $ 1,390,340 | $ 1,760,109 |
Net cash used in operating activities | 59,401 | $ 278,993 |
Negative working capital | $ 4,514,240 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Cash equivalents | ||
Maximum Cash, FDIC insured amount | $ 250,000 | |
Minimum percentage of income tax benefit | 50.00% |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | Jun. 30, 2017USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative liabilities | $ 636,096 |
Derivative Liability - Schedul
Derivative Liability - Schedule of Changes in the Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 636,096 | |
Derivative liability expense | ||
Gain on change in fair value of derivative liability, recognized as other income | (636,096) | |
Derivative liabilities |
Convertible Notes Payable and27
Convertible Notes Payable and Note Payable (Details Narrative) - USD ($) | May 06, 2014 | Jul. 22, 2013 | Jun. 30, 2018 | Jun. 30, 2017 |
Convertible notes payable | $ 1,800,000 | $ 2,300,000 | ||
Accrued interest | $ 1,440,000 | $ 1,270,000 | ||
Debt instrument interest rate percentage | 0.00% | |||
Convertible debt instrument conversion price per share | $ 0.11 | |||
Convertible promissory notes default and remain unpaid | $ 1,700,000 | |||
Debt conversion expense | (96,272) | |||
Loss on reconstruction of debt | (96,272) | |||
Proceeds from convertible notes | 37,500 | 249,500 | ||
Promissory notes amount | 270,241 | 270,241 | ||
Proceeds from short term note payable | $ 30,000 | |||
Short term debt percentage | 0.00% | |||
Interest expense | $ 276,000 | $ 339,400 | ||
3 Investors [Member] | ||||
Debt instrument interest rate percentage | 12.00% | |||
Proceeds from convertible notes | $ 37,500 | |||
Debt instrument, term | 60 days | |||
Convertible Notes Payable [Member] | Minimum [Member] | ||||
Debt instrument interest rate percentage | 0.00% | |||
Convertible debt instrument conversion price per share | $ 0.09 | |||
Convertible Notes Payable [Member] | Maximum [Member] | ||||
Debt instrument interest rate percentage | 18.00% | |||
Convertible debt instrument conversion price per share | $ 22,500 | |||
Convertible Promissory Notes One [Member] | ASC Recap, LLC [Member] | ||||
Convertible promissory notes default and remain unpaid | $ 22,965 | |||
Debt instrument face amount | $ 25,000 | |||
Debt instrument maturity date | Mar. 31, 2014 | |||
Debt convertible into common stock conversion price rate | 50.00% | |||
Convertible Promissory Notes Two [Member] | ASC Recap, LLC [Member] | ||||
Debt instrument face amount | $ 125,000 | |||
Debt instrument maturity date | May 6, 2016 | |||
Debt convertible into common stock conversion price rate | 50.00% | |||
Convertible Promissory Notes Two [Member] | Minimum [Member] | ASC Recap, LLC [Member] | ||||
Convertible debt instrument conversion price per share | $ 0.15 | |||
Convertible Promissory Notes Two [Member] | Maximum [Member] | ASC Recap, LLC [Member] | ||||
Convertible debt instrument conversion price per share | $ 0.30 | |||
Twelve Convertible Noteholders [Member] | ||||
Debt instrument interest rate percentage | 50.00% | |||
Convertible debt instrument conversion price per share | $ 0.09 | |||
Debt instrument face amount | $ 139,225 | |||
Debt conversion expense | 96,272 | |||
Loss on reconstruction of debt | 96,272 | |||
Notes Payable [Member] | ||||
Accrued interest | 245,000 | 222,000 | ||
Promissory notes amount | $ 270,241 | $ 270,241 | ||
Notes Payable [Member] | Minimum [Member] | ||||
Debt instrument interest rate percentage | 0.00% | |||
Notes Payable [Member] | Maximum [Member] | ||||
Debt instrument interest rate percentage | 16.00% |
Convertible Notes Payable and28
Convertible Notes Payable and Note Payable - Schedule of Convertible Debenture (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 1,617,984 | $ 2,201,914 |
Discount on convertible notes | 0 | (27,083) |
Convertible notes payable to ASC Recap | 147,965 | 147,965 |
Total | $ 1,765,949 | $ 2,322,796 |
Convertible Notes Payable and29
Convertible Notes Payable and Note Payable - Schedule of Conversion of Debt for Common Shares (Details) - USD ($) | Jun. 08, 2018 | Oct. 09, 2017 | Oct. 03, 2017 | Sep. 06, 2017 | Aug. 28, 2017 | Aug. 08, 2017 | Jul. 31, 2017 | Jul. 10, 2017 | Jun. 30, 2018 |
Shares issued | 1,277,546 | ||||||||
Shares converted amount | $ 141,430 | ||||||||
Conversion price per share | $ 0.11 | ||||||||
Gold Coast Capital LLC [Member] | |||||||||
Shares issued | 60,000 | ||||||||
Shares converted amount | $ 9,000 | ||||||||
Conversion price per share | $ 0.15 | ||||||||
Enterprise Solutions LLC [Member] | |||||||||
Shares issued | 14,000 | 33,334 | 33,334 | 33,333 | 29,767 | ||||
Shares converted amount | $ 2,100 | $ 5,000 | $ 10,000 | $ 5,000 | $ 8,930 | ||||
Conversion price per share | $ 0.15 | $ 0.15 | $ 0.30 | $ 0.15 | $ 0.30 | ||||
Royal Palm Consulting Services LLC [Member] | |||||||||
Shares issued | 39,667 | 39,667 | |||||||
Shares converted amount | $ 5,950 | $ 5,950 | |||||||
Conversion price per share | $ 0.15 | $ 0.15 | |||||||
Lance Quartieri [Member] | |||||||||
Shares issued | 994,444 | ||||||||
Shares converted amount | $ 89,500 | ||||||||
Conversion price per share | $ 0.09 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 11, 2018 | Dec. 12, 2017 | Aug. 15, 2017 | Jan. 11, 2017 | May 31, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 30, 2016 |
Common stock authorized shares | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||||||||
Reverse split | A ratio of three thousand for one (3,000:1). | ||||||||||||||||
Common stock, shares issued | 23,212,549 | 499,152 | 23,212,549 | 499,152 | |||||||||||||
Common stock, shares outstanding | 9,376,441 | 499,152 | 9,376,441 | 499,152 | |||||||||||||
Number of common stock issued for conversion of convertible notes, shares | 1,277,546 | ||||||||||||||||
Number of common stock issued for conversion of convertible notes, value | $ 141,430 | ||||||||||||||||
Convertible common stock conversion, price per share | $ 0.11 | $ 0.11 | |||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Number common stock issued as compensation, value | $ 358,500 | $ 1,080,000 | |||||||||||||||
Issuance of common stock for services, value | 299,595 | ||||||||||||||||
Issuance of common stock, value | $ 10,000 | ||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Share issued price per shares | 0.10 | $ 0.10 | |||||||||||||||
Preferred stock, par value | 0.001 | 0.001 | 0.001 | $ 0.001 | |||||||||||||
Preferred stock, stated value per share | 750 | $ 750 | |||||||||||||||
Stock conversion description | Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. | ||||||||||||||||
Convertible preferred stock, conversion price | 0.035 | $ 0.035 | |||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, stated value per share | $ 375 | ||||||||||||||||
Convertible preferred stock number of shares issued upon conversion | 300 | ||||||||||||||||
Preferred stock, shares designated | 30,000,000 | ||||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||||
Issuance of common stock, shares | 1 | ||||||||||||||||
Number common stock issued as compensation | |||||||||||||||||
Number common stock issued as compensation, value | |||||||||||||||||
Issuance of common stock for services, value | |||||||||||||||||
Issuance of common stock, value | $ 0 | ||||||||||||||||
Stock conversion description | Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. | ||||||||||||||||
Preferred stock voting percentage | The Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CEO, is the holder of the one share of Series AA Convertible Preferred Stock. | ||||||||||||||||
Mr. Mark Lucky [Member] | |||||||||||||||||
Number common stock issued as compensation | 8,333 | 1,667 | 1,667 | 1,500,000 | 95,238 | ||||||||||||
Common stock, par value | $ 0.06 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Number common stock issued as compensation, value | $ 50,000 | $ 150,000 | $ 90,000 | $ 60,000 | |||||||||||||
Issuance of common stock for services, shares | 10,000 | ||||||||||||||||
Share issued price per shares | $ 6 | $ 6 | $ 90 | 0.63 | $ 0.63 | ||||||||||||
Mr. Mark Lucky [Member] | Restricted Shares [Member] | |||||||||||||||||
Number common stock issued as compensation | 166,667 | ||||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||||||||||
Number common stock issued as compensation, value | $ 50,000 | ||||||||||||||||
Share issued price per shares | 0.30 | $ 0.30 | |||||||||||||||
Mr. Tom Grbelja [Member] | Restricted Shares [Member] | |||||||||||||||||
Number common stock issued as compensation | 166,667 | ||||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||||||||||
Number common stock issued as compensation, value | $ 50,000 | ||||||||||||||||
Share issued price per shares | 0.30 | $ 0.30 | |||||||||||||||
Paul Favata [Member] | Restricted Shares [Member] | |||||||||||||||||
Number common stock issued as compensation | 83,334 | ||||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||||||||||
Number common stock issued as compensation, value | $ 25,000 | ||||||||||||||||
Share issued price per shares | 0.30 | $ 0.30 | |||||||||||||||
Four Consultants [Member] | |||||||||||||||||
Number common stock issued as compensation | 191,669 | ||||||||||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||||||||||
Number common stock issued as compensation, value | $ 57,500 | ||||||||||||||||
Share issued price per shares | $ 0.30 | $ 0.30 | |||||||||||||||
Kevin Yates [Member] | |||||||||||||||||
Number common stock issued as compensation | 1,667 | 6,667 | 33,333 | ||||||||||||||
Number common stock issued as compensation, value | $ 600,000 | $ 200,000 | |||||||||||||||
Issuance of common stock for services, shares | 10,000 | ||||||||||||||||
Share issued price per shares | $ 6 | $ 90 | $ 6 | ||||||||||||||
Kathleen Roberton [Member] | |||||||||||||||||
Number common stock issued as compensation | 667 | ||||||||||||||||
Number common stock issued as compensation, value | $ 80,000 | ||||||||||||||||
Share issued price per shares | $ 120 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Issuance of common stock, shares | 100,000 | ||||||||||||||||
Number of common stock issued for conversion of convertible notes, shares | 994,446 | 79,333 | 203,767 | 293,421 | 141,083 | 3,831 | 1,600 | ||||||||||
Number of common stock issued for conversion of convertible notes, value | $ 89,500 | $ 11,900 | $ 40,030 | $ 51,047 | $ 86,740 | $ 13,454 | $ 18,597 | ||||||||||
Convertible common stock conversion, price per share | $ 0.09 | $ 0.015 | $ 0.1965 | $ 0.17 | $ 0.61 | $ 3.52 | $ 11.62 | $ 0.09 | $ 0.17 | ||||||||
Number common stock issued as compensation | 4,308,335 | 56,667 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Number common stock issued as compensation, value | $ 431 | $ 6 | |||||||||||||||
Issuance of common stock for services, shares | 3,095,241 | ||||||||||||||||
Issuance of common stock for services, value | $ 310 | ||||||||||||||||
Issuance of common stock, value | $ 10 | ||||||||||||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Convertible preferred stock number of shares issued upon conversion | 1 | ||||||||||||||||
Common Stock [Member] | Kevin Yates [Member] | |||||||||||||||||
Number common stock issued as compensation | 3,333 | ||||||||||||||||
Number common stock issued as compensation, value | $ 20,000 | ||||||||||||||||
Share issued price per shares | $ 6 | ||||||||||||||||
Directors [Member] | |||||||||||||||||
Common stock, shares issued | 4,457,470,456 | 4,457,470,456 | |||||||||||||||
Common stock, shares outstanding | 4,457,470,456 | 4,457,470,456 | |||||||||||||||
Issuance of common stock, shares | 1,485,824 | ||||||||||||||||
Tom Grbelia [Member] | |||||||||||||||||
Issuance of common stock for services, shares | 1,000,000 | ||||||||||||||||
Share issued price per shares | $ 0.06 | ||||||||||||||||
Issuance of common stock for services, value | $ 60,000 | ||||||||||||||||
Paul Favata [Member] | |||||||||||||||||
Issuance of common stock for services, shares | 900,000 | ||||||||||||||||
Share issued price per shares | $ 0.06 | ||||||||||||||||
Issuance of common stock for services, value | $ 54,000 | ||||||||||||||||
Two Consultants [Member] | |||||||||||||||||
Issuance of common stock for services, shares | 1,450,000 | ||||||||||||||||
Share issued price per shares | $ 0.06 | ||||||||||||||||
Issuance of common stock for services, value | $ 87,000 | ||||||||||||||||
Three Consultants [Member] | |||||||||||||||||
Issuance of common stock for services, shares | 1,131,350 | ||||||||||||||||
Share issued price per shares | $ 0.12 | ||||||||||||||||
Issuance of common stock for services, value | $ 135,762 | ||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||
Issuance of common stock, shares | 100,000 | ||||||||||||||||
Issuance of common stock, value | $ 10,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - Restricted Shares [Member] - Employees andDirectors [Member] | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors | $ 830,166 |
Share based compensation outstanding, weighted average contractual term | 2 years 9 months 29 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Unvested at beginning of period | ||
Granted | 14,650,000 | |
Vested | 813,892 | |
Unvested at end of period | 13,836,108 | |
Weighted Average Grant Date Fair Value Unvested at beginning of period | ||
Weighted Average Grant Date Fair Value Granted | 0.06 | |
Weighted Average Grant Date Fair Value Vested | 0.06 | |
Weighted Average Grant Date Fair Value Unvested at end of period | $ 0.06 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income tax provision | $ 0 | $ 0 |
Net operating loss carryforwards | $ 31,100,000 | |
Net operating loss carryforwards expire term | Expire through fiscal years ending 2037 | |
Minimum percentage of income tax benefit | 50.00% | |
Deferred tax assets valuation allowance | $ 6,244,000 | 10,704,000 |
Increase/decrease in deferred tax assets | $ 4,500,000 | $ 340,000 |
Income tax examination, description | Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21.7% for the year ended June 30, 2018. | |
Statutory federal rate | 28.10% | 35.00% |
Blended tax rate | 25.40% | |
Reduction in deferred tax assets loss carry forward | $ 4,500,000 | |
New Tax Bill [Member] | ||
Statutory federal rate | 21.70% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | (28.10%) | (35.00%) |
State income tax rate, net of federal benefit | (3.60%) | (3.50%) |
Permanent differences, including stock based compensation | 8.60% | (5.60%) |
Change in valuation allowance | 23.10% | 44.10% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Tax benefit of net operating loss carry forward | $ 6,244,000 | $ 10,704,000 |
Less: valuation allowance | (6,244,000) | (10,704,000) |
Net deferred tax asset |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Incurred expenses to related party | $ 8,843 | $ 97,841 | |
Due to officer | 21,000 | $ 214,300 | |
Settlement Agreement [Member] | Mr. Kevin Yates [Member] | |||
Due to officer | $ 50,000 | ||
Accrued salary | 363,000 | ||
Notes payable and accrued interest | $ 526,632 | ||
Mr. Mark Lucky [Member] | |||
Due to officer | 26,000 | ||
Mr. Tom Grbelja [Member] | |||
Due to officer | $ 20,000 |
Commitments and Contingencies37
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expire date | Aug. 31, 2019 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of future minimum lease payments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 5,688 |
2,020 | 948 |
2,021 | |
2,022 | |
2,023 | |
Thereafter | |
Total future minimum lease payments | $ 6,636 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 24, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Revenue | |||||
Issuance of common stock, value | $ 10,000 | ||||
Number of common stock shares issued for conversion of convertible notes | 1,277,546 | ||||
Number of common stock issued for conversion of convertible notes | $ 141,430 | ||||
Conversion price per share | $ 0.11 | ||||
Subsequent Event [Member] | Seven Accredited Investors [Member] | |||||
Issuance of common stock, shares | 1,228,000 | ||||
Share issued price per shares | $ 0.10 | ||||
Issuance of common stock, value | $ 122,800 | ||||
Subsequent Event [Member] | Management and Consultants [Member] | |||||
Issuance of restricted shares of common stock | 406,946 | ||||
Subsequent Event [Member] | Two NoteHolders [Member] | |||||
Number of common stock shares issued for conversion of convertible notes | 642,227 | ||||
Number of common stock issued for conversion of convertible notes | $ 57,800 | ||||
Conversion price per share | $ 0.091 | ||||
Subsequent Event [Member] | George Mason Research Foundation, Inc. [Member] | Patent License Agreement [Member] | |||||
Non-refundable license issue fee | $ 20,000 | ||||
Royalty percentage | 5.00% | ||||
Subsequent Event [Member] | Products and Services [Member] | George Mason Research Foundation, Inc. [Member] | |||||
Revenue | $ 100,000 |