Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Stockholders Equity Distributions to Officers | ||
Entity Registrant Name | LEAFBUYER TECHNOLOGIES, INC. | |
Entity Central Index Key | 1,643,721 | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,865,664 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 183,325 | $ 375,938 |
Accounts receivable, net | 30,374 | 8,279 |
Inventory | 3,530 | 3,530 |
Prepaid expenses and other current assets | 150,613 | 172,566 |
Total current assets | 367,842 | 560,313 |
Noncurrent assets: | ||
Fixed assets, net | 747 | 873 |
Total assets | 368,589 | 561,186 |
Current liabilities: | ||
Accounts Payable | 316,311 | 290,783 |
Accrued liabilities | 164,315 | 66,087 |
Deferred revenue | 213,198 | 156,530 |
Debt, current | 1,036,343 | 805,684 |
Total current liabilities | 1,730,167 | 1,319,084 |
Total liabilities | 1,730,167 | 1,319,084 |
Commitments and contingencies (Note 6) | ||
Equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 6,750,000 shares issued and outstanding for class A convertible preferred stock and 70,000 shares issued and outstanding for class B convertible preferred stock at September 30, 2018 and June 30, 2018, respectively | 6,820 | 6,820 |
Common stock, $0.001 par value; 150,000,000 shares authorized; 42,870,552 shares issued and outstanding at September 30, 2018 and 42,661,228 shares issued and outstanding at June 30, 2018 | 42,870 | 42,661 |
Additional paid in capital | 3,955,845 | 3,130,831 |
Accumulated deficit | (5,367,113) | (3,938,210) |
Total equity (deficit) | (1,361,578) | (757,898) |
Total liabilities and equity | $ 368,589 | $ 561,186 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Jun. 30, 2018 |
Equity: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 42,870,552 | 42,661,228 |
Common stock, shares outstanding | 42,870,552 | 42,661,228 |
Class A Convertible Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, shares issued | 6,750,000 | 6,750,000 |
Preferred stock, shares outstanding | 6,750,000 | 6,750,000 |
Class B Convertible Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, shares issued | 70,000 | 70,000 |
Preferred stock, shares outstanding | 70,000 | 70,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Consolidated Statements Of Operations | ||
Sales revenue | $ 387,517 | $ 231,515 |
Cost of sales | ||
Gross profit | 387,517 | 231,515 |
Operating expenses: | ||
Selling expenses | 75,196 | 34,765 |
General and administrative | 1,704,126 | 431,535 |
Total operating expenses | 1,779,322 | 466,300 |
Loss from operations | (1,391,805) | (234,785) |
Other income (expense): | ||
Interest expense | (37,098) | (29) |
Other income | 5,000 | |
Other income (expense), net | (37,098) | 4,971 |
Net loss | $ (1,428,903) | $ (229,814) |
Net loss per common share: | ||
Basic and diluted | $ (0.03) | $ (0.01) |
Weighted average common shares outstanding: | ||
Basic and diluted | 42,736,945 | 38,244,359 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,428,903) | $ (229,814) |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Stock based compensation | 598,076 | |
Provision of bad debt expenses | 17,728 | |
Amortization of note payable discount | 36,306 | |
Depreciation and amortization expense | 126 | 107 |
Changes in assets and liabilities: | ||
Accounts receivable | (39,823) | |
Prepaid expenses and other | 21,953 | 752 |
Accounts payable | 56,668 | |
Accrued liabilities | 123,756 | 30,043 |
Net cash used in operating activities | (614,113) | (198,912) |
Cash flows from investing activities: | ||
Cash flows from financing activities: | ||
Proceeds from issuance of debts | 400,000 | 200,000 |
Proceeds from issuance of stock | 21,500 | 120,000 |
Net cash provided by financing activities | 421,500 | 320,000 |
Net change in cash and cash equivalents | (192,613) | 121,088 |
Cash and cash equivalents, beginning of period | 375,938 | 164,680 |
Cash and cash equivalents, end of period | 183,325 | 285,768 |
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental information for non-cash investing and financing activities : | ||
Conversion of preferred stock | 2,880 | |
Conversion of debt and interest | $ 119,923 |
Description of Business
Description of Business | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 1 - Description of Business | Formation of the Company On March 23, 2017, AP Event Inc. (“AP” or the “Registrant”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media Group, LLC, a Colorado limited liability Company (“LB Media”), August Petrov (the principal stockholder of AP), and LB Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of AP (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”). (See Note 3) As a result of the Merger, LB Media became a wholly-owned subsidiary of the Registrant, and immediately following the consummation of the Merger and giving effect to the securities sold in the Offering, the members of LB Media beneficially owned approximately fifty-five percent (55%) of the issued and outstanding Common Stock of the Registrant. The Merger Agreement contains customary representations, warranties, and covenants of the Registrant and LB Media for like transactions. As a result of the reorganization and name change discussed later, Leafbuyer Technologies, Inc. (“Leafbuyer”) became the publicly quoted parent holding company with LB Media becoming a wholly-owned subsidiary of Leafbuyer. Upon consummation of the Agreement, Leafbuyer common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Leafbuyer is the successor issuer to AP. AP was established under the corporation laws in the State of Nevada on October 16, 2014. On March 24, 2017, the Registrant changed its name to Leafbuyer Technologies, Inc. All references herein to “us,” “we,” “our,” “Leafbuyer,” or the “Company” refer to Leafbuyer Technologies, Inc. and its subsidiary, LB Media. Description of Business We are focused on providing valuable information for the savvy cannabis consumer looking to make a purchase via deals and a dispensary database. We connect consumers with dispensaries by working alongside businesses to showcase their unique products and build a network of loyal patrons. Our national network of cannabis deals and information reaches millions of consumers monthly. LB Media was founded in 2012 by a group of technology and industry veterans and provides online resources for cannabis deals and specials. Our headquarters is located in Greenwood Village, Colorado. Basis of Presentation The accompanying condensed consolidated balance sheet as of September 30, 2018, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements being audited and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto. Going Concern As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of approximately $1,361,578 and a working capital deficit of $1,362,325 as of September 30, 2018. We reported a net loss of $1,428,903 for the three months ended September 30, 2018, and we anticipate further losses in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 2 - Summary of Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Revenue Recognition Topic ASC 606 is effective as of the annual reporting period beginning after December 15, 2017 using either of two methods: (1) retrospective application of Topic ASC 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic ASC 606 or (2) retrospective application of Topic ASC 606 with the cumulative effect of initially applying Topic ASC 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic ASC 606. We adopted Topic ASC 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to retained earnings at July 1, 2018. For revenue recognition arrangements that we determine are within the scope of Topic ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We recognize revenue upon completion of our performance obligations or expiration of the contractual time to use services such as bulk texting. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, cash and cash equivalents includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. As of September 30, 2018, and June 30, 2018, the Company did not hold any cash equivalents. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of September 30, 2018, and June 30, 2018, none of the Company’s cash was in excess of federally insured limits. Accounts Receivable, Net Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. Management has determined that an allowance is required at September 30, 2018 and June 30, 2018 of $24,345 and $6,617, respectively. The Company does not accrue interest on past due receivables. Inventory Inventory consists of merchandise and is stated at the lower of cost, determined by last-in, first-out method or market. Market is determined based on the net realizable value, with appropriate consideration given to obsolescence, excessive levels, deterioration and other factors. At September 30, 2018 and June 30, 2018, the Company had $3,530 and $3,530 of inventory, respectively. A write-off is recorded for any inventory deemed excessive or obsolete. No write off was necessary at September 30, 2018 and at June 30, 2018. Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 8 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505-50 Equity-Based Payments to Non-Employees Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. As of September 30, 2018, the Company had approximately $4,264,000 of net operating loss carry forward that was unrecognized tax benefits. Under Internal Revenue Code 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not completed a study to assess whether an “ownership change” has occurred or whether there have been multiple ownership changes since we became a “loss corporation” as defined in Section 382. Future changes in our stock ownership, which may be outside of our control, may trigger an “ownership change”. In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change” has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to us. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions at September 30, 2018. On December 22, 2017, the U.S. government enacted the Tax Act, which made significant changes to the Internal Revenue Code of 1986, as amended, including, but not limited to, reducing the U.S. corporate statutory tax rate and the net operating loss incurred after December 31, 2017 can be carried forward indefinitely and the two-year net operating loss carried back was eliminated. We continue to evaluate the impact of the Tax Act. Recently Issued Accounting Pronouncements In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is in the process of evaluating the impact of adoption of this guidance on its financial statements. In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting (Topic 718)” that expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements to nonemployee awards except for certain exemptions specified in the amendment. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted. The Company does not anticipate the adoption of ASU 2018-07 will have a material impact on the Company's financial condition or results of operations. The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2017 and 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
Recapitalization
Recapitalization | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 3 - Recapitalization | On March 23, 2017, we completed the Merger Agreement with AP. The impact to equity of the Merger Agreement includes a) the issuance of 2,351,355 new pre-split shares of the Company’s common stock; b) the issuance of 324,327 new pre-split shares of the Company’s Series A Convertible Preferred Stock; c) the retirement of 5,000,000 shares of the Company’s pre-split common stock; and d) removing the Company’s accumulated deficit and adjusting equity for the recapitalization. Simultaneously with the Merger, the Company accepted subscriptions in a private placement offering of 476,092 new pre-split shares of the Company’s common stock in the amount of $600,000 as well as 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock in the amount of $250,000. These shares are considered to be outstanding beginning January 1, 2015. However, as the cash to purchase these shares was received in 2017, we have recorded the cash received in connection with these shares in additional paid-in capital during 2017. |
Capital Stock and Equity Transa
Capital Stock and Equity Transactions | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 4 - Capital Stock and Equity Transactions | The Company has 150,000,000 shares of common stock authorized with a par value of $0.001 per share as of September 30, 2018. In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of September 30, 2018. On April 19, 2018, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN Ltd. (“Investor”), a Cayman Island exempt limited partnership and an affiliate of Yorkville Advisors Global, LLC, whereby the Company sold and the Investor purchased 869,565 shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for the purchase price of One Million Dollars ($1,000,000), Additionally, under the SEDA the Company may sell to the Investor up to $5 million of shares of Common Stock over a two-year commitment period. Under the terms of the SEDA, the Company may from time to time, in its discretion, sell newly-issued shares of its common stock to the Investor at a discount to market of 8% of the lowest daily volume weighted average price during the relevant pricing period. The Company is obligated to register the Initial Shares, the Commitment Shares (as defined below), and the shares of Common Stock issuable under the SEDA pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). The Company is not obligated to utilize any portion of the SEDA and there are no minimum commitments or minimum use penalties provided the Company does not terminate the SEDA within 18 months wherein the Company would be required to pay a termination fee of $100,000. The Company issued One Hundred Thousand (100,000) shares of Common Stock as a commitment fee (the “Commitment Shares”) to an affiliate of the Investor. The total amount of funds that ultimately can be raised under the SEDA over the two-year term will depend on the market price for the Company’s common stock and the number of shares actually sold. The SEDA does not impose any restrictions on the Company’s operating activities. During the term of the SEDA, the Investor is prohibited from engaging in any short selling or hedging transactions related to the Common Stock. In connection with the SEDA, the Company engaged Garden State Securities, Inc. (“GSS”) as its exclusive selling/placement agent. In connection with the transactions set forth in the SEDA, GSS shall receive a fee equal to 10% of the purchase price of the Initial Shares in cash plus warrants to purchase 86,957 shares of Common Stock at an exercise price of $1.15 per share, expiring in five years. GSS will also receive a cash fee equal to 5% of the amount paid by the Investor for each Advance under the SEDA. On October 9, 2018, the Company used the SEDA to receive $400,000. The Company issued 274,292 common shares for a per share price of the issuance of approximately $1.46 per common share. On October 22, 2018, the Company used the SEDA to receive $300,000. The Company issued 300,000 common shares for a per share price of the issuance of approximately $1.00 per common share. All shares issued in accordance with the Merger Agreement are considered to be outstanding beginning January 1, 2015 as these shares relate to the change in capital structure. Furthermore, 5,000,000 pre-split shares of common stock were retired in accordance with the Merger Agreement. In connection with the Merger Agreement, the Company made distributions totaling $600,000 to officers of the Company. Both Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have rights to dividends when declared; however, there is no stated dividend rate and no such dividends have yet been declared by the Company. We evaluated the convertible preferred stock agreements for derivatives and determined that they do not qualify for derivative treatment for financial reporting purposes. We also determined this does not qualify as a beneficial conversion feature. Accordingly, the balances have been reported at the carrying amounts. On March 24, 2017, the Company effected a forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split. Immediately following the forward split, there were 38,000,663 shares of post-split common stock, 3,000,000 shares of post-split Series A Convertible Preferred Stock, and 250,000 shares of post-split Series B Convertible Preferred Stock outstanding. The par value of all classes of shares remained at $0.001 per share after the forward split. In March of 2017, an additional 3,750,000 shares of post-split Series A Convertible Preferred Stock were purchased from the Company. All references to shares herein refer to post-split shares, unless otherwise noted. During the year ended June 30, 2018, the Company accepted subscriptions for the issuance of 1,589,565 shares of Common Stock for total subscriptions of $1,020,000 in cash. During the year ended June 30, 2018, the Company issued 54,000 shares of Common Stock for the exercise of options and $13,500 cash. The Company also received notice from a Preferred Stock Series B stockholder to convert 180,000 shares of preferred stock into 2,880,000 shares of Common Stock. During the year ended June 30, 2018, the Company issued 137,000 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $280,850 and expensed in the accompanying Statement of Operations. During February 2018, the Company entered into two promissory notes with an investor of the Company in the amount of $28,000 and $84,000 in exchange for $25,000 and $75,000, respectively. Each of the notes have an original issue discount of $3,000 and $9,000, respectively that is being amortized to interest expense over the term of the notes. The principal and interest were converted into common stock during the quarter. The Company issued 123,324 shares of Common Stock in full satisfaction of the note on September 24, 2018. During the three-months ended September 30, 2018, the Company issued 86,000 shares of Common Stock to employees and consultants related to the exercise of stock options. The company received $21,500 for the issuance of these shares. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 5 - Debt | The Company follows beneficial conversion feature guidance in ASC 470-20, which applies to convertible stock as well as convertible debt. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as interest over the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the expense must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. On September 28, 2017, the Company entered into a promissory note with an investor of the Company in the amount of $200,000. The note bears no interest and is payable in full on September 30, 2018. In addition, on December 20, 2017, the Company entered into a promissory note with the same investor of the Company in the amount of $150,000. This note also bears no interest and is payable in full on December 20, 2018. The investor has agreed to convert the loan into 437,500 shares of common stock. The Company has not issued these shares at this time. During January 2018, the Company entered into a note with an investor of the Company in the amount of $224,000 in exchange for $200,000. As of September 30, 2018, the discount was fully amortized. The notes bear interest at 12% and was payable in full in July 2018. Subsequent to September 30, 2018 the amount was fully paid to the investor. During February 2018, the Company entered into two promissory notes with an investor of the Company in the amount of $28,000 and $84,000 in exchange for $25,000 and $75,000, respectively. Each of the notes have an original issue discount of $3,000 and $9,000, respectively that is being amortized to interest expense over the term of the notes. The principal and interest were converted into common stock during the quarter. The Company issued 123,324 shares of Common Stock in full satisfaction of the note. During February 2018, the Company issued a promissory note in favor of an investor of the Company in the amount of $150,000 in exchange for $132,000 cash. The note has an original issue discount of $18,000 that is being amortized to interest expense over the term of the note. As of September 30, 2018, the loan is in default, $0 of the discount remains to be amortized, and total unpaid principal and interest is approximately $162,000, accruing at 14%. The Company is in discussions with the investor to repay the promissory note, however at the time of this report the negotiations were not completed. On September 21, 2018, the Company entered into a promissory note with an investor of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Convertible Note”), the discount of the Convertible Note will be amortized over the life of the Convertible Note and have an interest rate of 10%. The Convertible Note has a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Convertible Note, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company common stock at a 20% discount to the then current market. In addition, the Company issued five-year warrants to purchase up to 200,000 of the Company common shares at a price of $0.75 per common share. The cash for this Convertible Note was received prior to quarter end. On September 21, 2018, the Company entered several promissory notes with various investors of the Company with a face value of $880,000 in exchange for $800,000 cash payment (“the Notes”), the discount of the Notes will be amortized over the life of the Note and have an interest rate of 10%. The Notes have a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Notes, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company common stock at a 20% discount to the then current market. In addition, the Company issued five-year warrants to purchase up to 400,000 of the Company common shares at a price of $0.75 per common share. The cash for these Notes was received after September 30, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 6 - Commitments and Contingencies | The Company leases office space. Future minimum lease payments are as follows: June 30, 2019 $ 29,024 June 30, 2020 $ 31,900 June 30, 2021 $ 16,225 The Company does not have a concentration of revenues from any individual customer (less than 10%). To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company. |
Net Earnings or Loss per Share
Net Earnings or Loss per Share | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 7 - Earnings or Loss per Share | Basic net earnings or loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. We have prepared the calculation of earnings or loss per share using the weighted-average number of common shares of the Company that were outstanding during the three months ended September 30, 2018 and 2017. Dilutive instruments had no effect on the calculation of earnings or loss per share during the three months ended September 30, 2018 and 2017. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 8 - Stock Based Compensation | The equity incentive plan of the Company was established in February of 2017. The Board of Directors of the Company may from time to time, in its discretion grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, provided that the number of options issued do not exceed 5,000,000. The options are exercisable for a period of up to 10 years from the date of the grant. The following table reflects the continuity of stock options for the three months ended September 30, 2018: A summary of stock option activity is as follows: September 30, 2018 Number of options outstanding: Beginning of year 4,145,735 Granted 380,931 Exercised, converted (86,000 ) Forfeited / exchanged / modification (78,000 ) End of period 4,362,666 Number of options exercisable at end of period 49,514 Number of options available for grant at end of period 497,334 Weighted average option prices per share: Granted during the period $ 0.25 Exercised during the period $ 0.25 Terminated during the period $ 0.25 Outstanding at end of period $ 0.25 Exercisable at end of period $ 0.25 The average fair value of stock options granted was estimated to be $1.05 per share for the period ended September 30, 2018. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions: 2018 Expected option life (years) 2.5 - 3 Expected stock price volatility 147%-151 % Expected dividend yield — % Risk-free interest rate 2.63%-2.95 % Stock-based compensation expense attributable to stock options was approximately $598,076 for the three-month period ended September 30, 2018. As of September 30, 2018, there was approximately $4,528,841 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 3 years. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | On November 6, 2018, with an effective date of October 1, 2018, the Company completed the purchase of Greenlight Technologies, Inc., a Nevada corporation for the purchase price of 2,666,667 shares of the Company’s common stock and approximately $450,000 of cash payments and up to an additional “Incentive Shares” 1,200,000 of the common stock, based on certain development goals. The shares issued are subject to certain restrictions. The purchase price is approximately $3,010,000 based on the closing price of $0.96 per common share and the $450,000 of cash payments. The additional Incentive Shares is approximately $1,152,000. Management has not estimated the final purchase price or the purchase price allocation as of November 14, 2018. Greenlight Technologies, Inc. provides cannabis consumers real-time mobile ordering and loyalty rewards through an internally developed application that integrates with the local dispensary’s point of sale system. The Company plans to fully integrate this technology into the current platform and create an “Ultimate Bundle” of services for the cannabis industry. The current revenues of Greenlight Technologies are minimal, and the Company expects higher sales in the California market as the system is fully integrated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Management uses estimates and assumptions in preparing these consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. |
Fair Value Measurements | The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. |
Revenue Recognition | Topic ASC 606 is effective as of the annual reporting period beginning after December 15, 2017 using either of two methods: (1) retrospective application of Topic ASC 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic ASC 606 or (2) retrospective application of Topic ASC 606 with the cumulative effect of initially applying Topic ASC 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic ASC 606. We adopted Topic ASC 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to retained earnings at July 1, 2018. For revenue recognition arrangements that we determine are within the scope of Topic ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We recognize revenue upon completion of our performance obligations or expiration of the contractual time to use services such as bulk texting. |
Cash and Cash Equivalents | For purposes of the consolidated statements of cash flows, cash and cash equivalents includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. As of September 30, 2018, and June 30, 2018, the Company did not hold any cash equivalents. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of September 30, 2018, and June 30, 2018, none of the Company’s cash was in excess of federally insured limits. |
Accounts Receivable, Net | Accounts receivable are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. Management has determined that an allowance is required at September 30, 2018 and June 30, 2018 of $24,345 and $6,617, respectively. The Company does not accrue interest on past due receivables. |
Inventory | Inventory consists of merchandise and is stated at the lower of cost, determined by last-in, first-out method or market. Market is determined based on the net realizable value, with appropriate consideration given to obsolescence, excessive levels, deterioration and other factors. At September 30, 2018 and June 30, 2018, the Company had $3,530 and $3,530 of inventory, respectively. A write-off is recorded for any inventory deemed excessive or obsolete. No write off was necessary at September 30, 2018 and at June 30, 2018. |
Stock-Based Compensation | The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 8 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505-50 Equity-Based Payments to Non-Employees |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. As of September 30, 2018, the Company had approximately $4,264,000 of net operating loss carry forward that was unrecognized tax benefits. Under Internal Revenue Code 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not completed a study to assess whether an “ownership change” has occurred or whether there have been multiple ownership changes since we became a “loss corporation” as defined in Section 382. Future changes in our stock ownership, which may be outside of our control, may trigger an “ownership change”. In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change” has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to us. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions at September 30, 2018. On December 22, 2017, the U.S. government enacted the Tax Act, which made significant changes to the Internal Revenue Code of 1986, as amended, including, but not limited to, reducing the U.S. corporate statutory tax rate and the net operating loss incurred after December 31, 2017 can be carried forward indefinitely and the two-year net operating loss carried back was eliminated. We continue to evaluate the impact of the Tax Act. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is in the process of evaluating the impact of adoption of this guidance on its financial statements. In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting (Topic 718)” that expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements to nonemployee awards except for certain exemptions specified in the amendment. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted. The Company does not anticipate the adoption of ASU 2018-07 will have a material impact on the Company's financial condition or results of operations. The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2017 and 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Number of common shares issued in private placement, pre-split | |
Schedule of future minimum lease payments | June 30, 2019 $ 29,024 June 30, 2020 $ 31,900 June 30, 2021 $ 16,225 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Stock Based Compensation | |
Stock option activity | September 30, 2018 Number of options outstanding: Beginning of year 4,145,735 Granted 380,931 Exercised, converted (86,000 ) Forfeited / exchanged / modification (78,000 ) End of period 4,362,666 Number of options exercisable at end of period 49,514 Number of options available for grant at end of period 497,334 Weighted average option prices per share: Granted during the period $ 0.25 Exercised during the period $ 0.25 Terminated during the period $ 0.25 Outstanding at end of period $ 0.25 Exercisable at end of period $ 0.25 |
Weighted average assumptions | 2018 Expected option life (years) 2.5 - 3 Expected stock price volatility 147%-151 % Expected dividend yield — % Risk-free interest rate 2.63%-2.95 % |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
State of incorporation | Nevada | ||
Date of incorporation | Oct. 16, 2014 | ||
Net loss | $ (1,428,903) | $ (229,814) | |
Working capital deficit | (1,362,325) | ||
Total equity (deficit) | $ (1,361,578) | $ (757,898) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2017 | |
Summary Of Significant Accounting Policies Details Narrative Abstract | ||
Inventory | $ 3,530 | $ 3,530 |
Federal Deposit Insurance Corporation, coverage | 250,000 | |
Allowance for doubtful accounts | 24,345 | $ 6,617 |
Operating loss carry forward | $ 4,264,000 |
Recapitalization (Details Narra
Recapitalization (Details Narrative) | 1 Months Ended |
Mar. 23, 2017USD ($)shares | |
Class of Stock [Line Items] | |
Number of common shares issued, pre-split (in shares) | 2,351,355 |
Number of common shares retired, pre-split (in shares) | 5,000,000 |
Number of common shares issued in private placement, pre-split (in shares) | 476,092 |
Value of common shares issued in private placement | $ | $ 600,000 |
Series A Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of convertible preferred shares issued, pre-split (in shares) | 324,327 |
Series B Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of convertible preferred shares issued, pre-split (in shares) | 27,027 |
Value of preferred shares issued in private placement | $ | $ 250,000 |
Capital Stock and Equity Tran_2
Capital Stock and Equity Transactions (Details Narrative) | Oct. 09, 2018USD ($)$ / sharesshares | Oct. 22, 2018USD ($)$ / sharesshares | Apr. 19, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($)Noteshares | Jan. 31, 2018USD ($) | Mar. 31, 2017shares | Mar. 24, 2017$ / sharesshares | Mar. 23, 2017USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Sep. 24, 2018shares |
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Number of common shares retired, pre-split (in shares) | 5,000,000 | |||||||||||
Distributions | $ | $ 600,000 | |||||||||||
Stock split ratio | 9.25 | |||||||||||
Common stock, shares outstanding (in shares) | 38,000,663 | 42,870,552 | 42,661,228 | |||||||||
Stock subscriptions (in shares) | 1,589,565 | |||||||||||
Stock subscriptions value | $ | $ 1,020,000 | |||||||||||
Issuance of common stock for exercise of options (in shares) | 86,000 | |||||||||||
Share-based compensation | $ | $ 598,076 | |||||||||||
Proceeds from issuance of stock | $ | $ 21,500 | $ 120,000 | ||||||||||
Common stock shares issued | 123,324 | 42,870,552 | 42,661,228 | |||||||||
Face amount of note | $ | $ 224,000 | |||||||||||
Debt instrument, exchange amount | $ | $ 200,000 | |||||||||||
Number of promissory notes | Note | 2 | |||||||||||
Garden State Securities, Inc. ("GSS") [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of purchase price of common stock | 10.00% | |||||||||||
Warrant to purchase shares of common stock (in shares) | 86,957 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.15 | |||||||||||
Warrant expiration period | 5 years | |||||||||||
Percentage of amount paid by investor | 5.00% | |||||||||||
Standby Equity Distribution Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 1.46 | $ 1 | ||||||||||
Proceeds from issuance of stock | $ | $ 400,000 | $ 300,000 | ||||||||||
Common stock shares issued | 274,292 | 300,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock for exercise of options (in shares) | 54,000 | |||||||||||
Issuance of common stock for exercise of options | $ | $ 13,500 | |||||||||||
Issuance of common stock in conversion of preferred stock (in shares) | 2,880,000 | |||||||||||
Issuance of common stock for services (in shares) | 137,000 | |||||||||||
Issuance of common stock for services | $ | $ 280,850 | |||||||||||
Common Stock [Member] | Yorkville Advisors Global, LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Stock subscriptions (in shares) | 869,565 | |||||||||||
Value of shares authorized for sale | $ | $ 5,000,000 | |||||||||||
Sale of stock, commitment period | 2 years | |||||||||||
Sale of stock at discount rate | 8.00% | |||||||||||
Termination period of SEDA | 18 months | |||||||||||
Termination fee of SEDA | $ | $ 1,000,000 | |||||||||||
Shares issued as commitment fees (in shares) | 100,000 | |||||||||||
Commitment period | 2 years | |||||||||||
Common Stock [Member] | Yorkville Advisors Global, LLC [Member] | Initial Shares [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from issuance of stock | $ | $ 1,000,000 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Preferred stock, shares outstanding (in shares) | 250,000 | |||||||||||
Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares converted (in shares) | 180,000 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Preferred stock, shares outstanding (in shares) | 3,000,000 | |||||||||||
Stock subscriptions (in shares) | 3,750,000 | |||||||||||
Loans Payable Three [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Face amount of note | $ | $ 28,000 | |||||||||||
Debt instrument, exchange amount | $ | 25,000 | |||||||||||
Debt instrument, discount | $ | 3,000 | |||||||||||
Loans Payable Four [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock shares issued | 123,324 | |||||||||||
Face amount of note | $ | 84,000 | |||||||||||
Debt instrument, exchange amount | $ | 75,000 | |||||||||||
Debt instrument, discount | $ | $ 9,000 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||
Sep. 21, 2018USD ($)Integer$ / sharesshares | Feb. 28, 2018USD ($)Noteshares | Jan. 31, 2018USD ($) | Sep. 30, 2018USD ($)shares | Sep. 24, 2018shares | Jun. 30, 2018shares | Dec. 20, 2017USD ($) | Sep. 28, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 224,000 | |||||||
Stated interest rate | 12.00% | |||||||
Debt instrument, conversion into shares (in shares) | shares | 437,500 | |||||||
Number of promissory notes | Note | 2 | |||||||
Debt instrument, exchange amount | $ 200,000 | |||||||
Common stock, shares issued | shares | 123,324 | 42,870,552 | 42,661,228 | |||||
Loans Payable Five [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 150,000 | |||||||
Stated interest rate | 14.00% | |||||||
Debt instrument, exchange amount | 132,000 | |||||||
Debt instrument, discount | 18,000 | |||||||
Debt instrument, unamortized discount | $ 0 | |||||||
Amount of unpaid principal and interest balance | $ 162,000 | |||||||
Loans Payable Four [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 84,000 | |||||||
Stated interest rate | 12.00% | |||||||
Debt instrument, exchange amount | $ 75,000 | |||||||
Debt instrument, discount | 9,000 | |||||||
Common stock, shares issued | shares | 123,324 | |||||||
Several promissory notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 880,000 | |||||||
Exchange for cash payment | $ 800,000 | |||||||
Interest rate | 10.00% | |||||||
Common stock purchase price per share | $ / shares | $ 0.70 | |||||||
Debt Instrument, Term | 12 months | |||||||
Number of installments | Integer | 6 | |||||||
Increased in interest | 12.00% | |||||||
Discount on conversion common stock | 20.00% | |||||||
Several promissory notes [Member] | Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock purchase price per share | $ / shares | $ 0.75 | |||||||
Warrant period | 5 years | |||||||
Warrant to purchase shares of common stock | shares | 400,000 | |||||||
Promissory note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 440,000 | |||||||
Exchange for cash payment | $ 400,000 | |||||||
Interest rate | 10.00% | |||||||
Common stock purchase price per share | $ / shares | $ 0.70 | |||||||
Debt Instrument, Term | 12 months | |||||||
Number of installments | Integer | 6 | |||||||
Increased in interest | 12.00% | |||||||
Discount on conversion common stock | 20.00% | |||||||
Promissory note [Member] | Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant period | 5 years | |||||||
Warrant to purchase shares of common stock | shares | 200,000 | |||||||
Loans Payable Three [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | 28,000 | |||||||
Debt instrument, exchange amount | 25,000 | |||||||
Debt instrument, discount | $ 3,000 | |||||||
Loans Payable Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 150,000 | |||||||
Loans Payable One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of note | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2018USD ($) |
Commitments And Contingencies Details Abstract | |
June 30, 2019 | $ 29,024 |
June 30, 2020 | 31,900 |
June 30, 2021 | $ 16,225 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Details Narrative Abstract | |
Description of commitments and contingencies | <font style="font: 10pt Times New Roman, Times, Serif">The Company does not have a concentration of revenues from any individual customer (less than 10%).</font></p>" id="sjs-B4"><p style="margin: 0pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company does not have a concentration of revenues from any individual customer (less than 10%).</font></p> |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 3 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of options outstanding: | |
Exercised, converted (in shares) | (86,000) |
Stock Options [Member] | |
Number of options outstanding: | |
Beginning of year (in shares) | 4,145,735 |
Granted (in shares) | 380,931 |
Exercised, converted (in shares) | (86,000) |
Forfeited / exchanged / modification (in shares) | (78,000) |
End of period (in shares) | 4,362,666 |
Number of options exercisable at end of period (in shares) | 49,514 |
Number of options available for grant at end of period (in shares) | 497,334 |
Weighted average option prices per share: | |
Granted during the period (in dollars per share) | $ / shares | $ 0.25 |
Exercised during the period (in dollars per share) | $ / shares | 0.25 |
Terminated during the period (in dollars per share) | $ / shares | 0.25 |
Outstanding at end of period (in dollars per share) | $ / shares | 0.25 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 0.25 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) - Stock Options [Member] | 3 Months Ended |
Sep. 30, 2018 | |
Weighted Average Assumptions | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Weighted Average Assumptions | |
Expected option life (years) | 2 years 6 months |
Expected stock price volatility | 147.00% |
Risk-free interest rate | 2.63% |
Maximum [Member] | |
Weighted Average Assumptions | |
Expected option life (years) | 3 years |
Expected stock price volatility | 151.00% |
Risk-free interest rate | 2.95% |
Stock Based Compensation (Det_3
Stock Based Compensation (Details Narrative) - Stock Options [Member] | 3 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Average fair value of stock options granted | $ / shares | $ 1.05 |
Stock-based compensation expense | $ 598,076 |
Unrecognized compensation expense | $ 4,528,841 |
Weighted average vesting period | 3 years |
Equity Incentive Plan 2017 [Member] | |
Stock options exercisable period | 10 years |
Equity Incentive Plan 2017 [Member] | Maximum [Member] | |
Options issued for purchase of common shares | shares | 5,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Nov. 06, 2018USD ($)$ / sharesshares |
Greenlight Technologies, Inc One [Member] | |
Cash payment | $ 450,000 |
Purchase price | $ 1,152,000 |
Greenlight Technologies, Inc [Member] | |
Purchase price in shares | shares | 2,666,667 |
Cash payment | $ 450,000 |
Additional common stock | shares | 1,200,000 |
Purchase price | $ 3,010,000 |
Closing price per share | $ / shares | $ 0.96 |