Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2016shares | |
Document And Entity Information | |
Entity Registrant Name | VERITEC INC |
Entity Central Index Key | 773,318 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --06-30 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | No |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 39,538,007 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Current Assets: | ||
Cash | $ 34,720 | $ 60,953 |
Accounts receivable | 7,280 | 9,309 |
Prepaid expenses | 5,760 | 1,897 |
Total Current Assets | 47,760 | 72,159 |
Equipment, net | 70 | 171 |
Intangibles, net | 64,170 | 80,208 |
Total Assets | 112,000 | 152,538 |
Current Liabilities: | ||
Notes payable | 555,120 | 548,384 |
Notes payable - related party | 1,390,020 | 1,484,211 |
Accounts payable | 671,240 | 624,153 |
Accounts payable - related party | 96,110 | 96,110 |
Customer deposits | 25,000 | |
Deferred revenues | 113,050 | 138,760 |
Payroll tax liabilities | 151,700 | 238,718 |
Accrued expenses | 61,424 | 75,374 |
Total Current Liabilities | 3,038,664 | 3,230,710 |
Contingent earnout liability | 155,000 | 155,000 |
Total Liabilities | 3,193,664 | 3,385,710 |
Stockholders' Deficiency: | ||
Convertible preferred stock, par value $1.00; authorized 10,000,000 shares, 276,000 shares of Series H authorized, 1,000 shares issued and outstanding as of September 30, 2016 and June 30, 2016 | 1,000 | 1,000 |
Common stock, par value $.01; authorized 50,000,000 shares, 39,538,007 shares issued and outstanding as of September 30, 2016 and June 30, 2016 | 395,380 | 395,380 |
Common stock to be issued, 955,000 shares and 940,000 shares, respectively | 12,500 | 12,500 |
Additional paid-in capital | 17,948,326 | 17,939,576 |
Accumulated deficit | (21,438,870) | (21,581,628) |
Total Stockholders' Deficiency | (3,081,664) | (3,233,172) |
Total Liabilities and Stockholders' Deficiency | $ 112,000 | $ 152,538 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Jun. 30, 2016 |
Convertible preferred stock, par value | $ 1 | |
Convertible preferred stock, shares authorized | 10,000,000 | |
Convertible preferred stock, shares issued | 1,000 | |
Convertible preferred stock, shares outstanding | 1,000 | |
Common stock, par value | $ .01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 39,538,007 | 39,538,007 |
Common stock, shares outstanding | 39,538,007 | 39,538,007 |
Common stock, shares to be issued | 145,000 | 145,000 |
Series H Convertible | ||
Convertible preferred stock, shares authorized | 276,000 | 276,000 |
Convertible preferred stock, shares issued | 1,000 | 1,000 |
Convertible preferred stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value | $ 1,000 | $ 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||
Mobile banking technology revenue | $ 47,080 | $ 67,263 |
Barcode technology revenue | 133,713 | |
Other revenue, related party | 22,900 | |
Total revenue | 69,980 | 200,976 |
Cost of Sales | 58,560 | 86,636 |
Gross Profit | 11,420 | 114,340 |
Operating Expenses: | ||
General and administrative | 170,442 | 214,544 |
Sales and marketing | 5,170 | 14,075 |
Research and development | 10,740 | 15,858 |
Total Operating Expenses | 186,352 | 247,204 |
Loss from Operations | (174,932) | (132,864) |
Other Expense: | ||
Gain on settlement | 364,690 | |
Interest expense and financing costs, including $40,265 and $655,265, respectively, to related parties | (47,000) | (662,000) |
Total Other Expense | 317,690 | (662,000) |
Net Income (Loss) | $ 142,758 | $ (794,864) |
Net Income (Loss) Per Common Share | ||
Basic | $ 0 | $ (0.05) |
Diluted | $ 0 | $ (0.05) |
Weighted Average Number of Shares Outstanding | ||
Basic | 39,538,007 | 16,776,676 |
Diluted | 39,538,007 | 16,776,676 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Interest expense, related parties | $ 40,265 | $ 655,265 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) | 3 Months Ended |
Sep. 30, 2016USD ($)shares | |
Preferred Stock | |
Beginning balance, Shares | shares | 1,000 |
Beginning balance, Amount | $ 1,000 |
Beneficial conversion feature on issuance of convertible notes payable | |
Net Income | |
Ending balance, Shares | shares | 1,000 |
Ending balance, Amount | $ 1,000 |
Common Stock | |
Beginning balance, Shares | shares | 39,538,007 |
Beginning balance, Amount | $ 395,380 |
Beneficial conversion feature on issuance of convertible notes payable | |
Net Income | |
Ending balance, Shares | shares | 39,538,007 |
Ending balance, Amount | $ 395,380 |
Common Stock to be Issued | |
Beginning balance, Amount | 12,500 |
Beneficial conversion feature on issuance of convertible notes payable | |
Net Income | |
Ending balance, Amount | 12,500 |
Additional Paid-In Capital | |
Beginning balance, Amount | 17,939,576 |
Beneficial conversion feature on issuance of convertible notes payable | 8,750 |
Net Income | |
Ending balance, Amount | 17,948,326 |
Accumulated Deficit | |
Beginning balance, Amount | (21,581,628) |
Beneficial conversion feature on issuance of convertible notes payable | |
Net Income | 142,758 |
Ending balance, Amount | (21,438,870) |
Beginning balance, Amount | (3,233,172) |
Beneficial conversion feature on issuance of convertible notes payable | 8,750 |
Net Income | 142,758 |
Ending balance, Amount | $ (3,081,664) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 24 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Income (Loss) | $ 142,758 | $ (794,864) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||
Depreciation | 101 | 103 | |
Amortization | 16,038 | 16,042 | |
Allowance for inventory obsolescence | 3,080 | ||
Shares to be issued for services | 1,400 | $ 9,500 | |
Gain on settlement | (364,690) | ||
Beneficial conversion feature on issuance of convertible notes payable - related party | 8,750 | 18,313 | |
Fair value of shares issued as inducement for conversion of notes payable | 452,770 | ||
Modification cost of conversion feature of note payable | 136,000 | ||
Interest accrued on notes payable | 38,248 | 53,997 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,029 | 9,392 | |
Restricted cash | (1,455) | ||
Inventories | (3,080) | 2,917 | |
Prepaid expenses | (3,863) | 7,496 | |
Deferred revenues | (25,710) | (43,951) | |
Payroll tax liabilities | (87,018) | (43,900) | |
Accounts payables and accrued expenses | 8,137 | 71,990 | |
Net cash used in operating activities | (265,220) | (113,750) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from convertible notes payable - related party | 124,000 | 108,500 | |
Proceeds from notes payable, related party | 114,987 | ||
Payments on notes payable, related party | (2,500) | ||
Net cash provided by financing activities | 238,987 | 106,000 | |
NET DECREASE IN CASH | (26,233) | (7,750) | |
CASH AT BEGINNING OF YEAR | 60,953 | 52,762 | |
CASH AT END OF YEAR | 34,720 | 45,012 | $ 60,953 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for interest | |||
NON CASH INVESTING AND FINANCING ACTIVITIES | |||
Related party capital contribution on sale of assets offset to related party notes payable balance | 670,000 | ||
Conversion of notes payable into common stock | 1,775,434 | ||
Reclassification of customer deposit to accounts payable | $ 25,000 |
Nature of Business
Nature of Business | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1 NATURE OF BUSINESS AND BASIS OF PRESENTATION The Company Veritec, Inc. (Veritec) was formed in the State of Nevada on September 8, 1982. Veritecs wholly owned subsidiaries include Vcode Holdings, Inc. (Vcode®) and Veritec Financial Systems, Inc. (VTFS) (collectively the Company). Nature of Business The Company is primarily engaged in the development, marketing, sales and licensing of products and rendering of professional services related to its mobile banking solutions. Prior to its sale on September 30, 2015, the Company was also focused on its proprietary two-dimensional matrix symbology (also commonly referred to as two-dimensional barcodes or 2D barcodes). Mobile Banking Solutions In January 12, 2009, Veritec formed VTFS, a Delaware corporation, to bring its Mobile Banking Technology, products and related professional services to market. In 2009 through 2016, the Company has had agreements with various banks, including Security First Bank (terminated in October 2010), Palm Desert National Bank (which was later assigned to First California Bank and subsequently Pacific Western Bank that terminated in June 2013), and Central Bank of Kansas City (CBKC). Late in the fiscal year ended June 30, 2016, the relationship between CBKC and the Company ended and the Company is currently seeking a bank to sponsor its Prepaid Card programs (see below). As a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa branded card programs. As a Third-Party Servicer, Veritec provides back-end cardholder transaction processing services for Visa branded card programs on behalf of its sponsoring bank. The Company has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign pending patent applications. On September 22, 2016, the Company announced that it has entered into a Non-Binding Letter of Intent (LOI) to acquire all of Flathead Bancorporation, Inc.s (FB) issued and outstanding shares. FB is the majority owner of First Citizens Bank of Polson, Montana (Citizens Bank). If the Company is successful with its proposal to FB, the Company plans to use its mobile banking technology products and services with Citizens Bank. Under the proposed terms of the LOI, Veritec would acquire 9.9 percent of FBs issued and outstanding shares for $320,000 at the closing date. Veritec plans to purchase the remaining 90.1 percent of FBs outstanding common shares within three years of the closing date for $2,880,000. The total purchase price for FBs outstanding common shares (including the 9.9 percent discussed above) would be $3,200,000 and is subject to, among other things, Veritec being able to obtain funding and obtain regulatory approval from applicable banking authorities. The Company currently plans to raise funds from investors by issuing its common shares, debt, or both. There is no assurance that the Company can be successful in raising such funds, or if the Company is successful in raising such funds from sales of common shares, the terms of these sales may cause significant dilution to existing holders of common stock. Pursuant to the LOI, Veritec would also provide loans to FB to be used for capital purposes of $280,000 at the closing date, $500,000 on or before January 31, 2017 and $400,000 on or before April 1, 2017, for a total of $1,180,000. The loans would mature in five years and require annual interest only payments at interest rates to be determined. The Company anticipates completing an agreement with FB and making its initial investment of $320,000 and initial loan payment of $280,000, or an aggregate of $600,000, by December 2016. The Company anticipates that The Matthews Group (see Note 7), owned 50% by Ms. Van Tran, the Companys CEO, and 50% by Larry Johanns, a significant stockholder of the Company, will loan the Company the necessary funds to accomplish its initial planned transactions with FB. Barcode Technology (Sold September 30, 2015) The Companys Barcode Technology was originally invented by the founders of Veritec and as a product identification system for identification and tracking of manufactured parts, components and products mostly in the liquid crystal display (LCD) markets and is ideal for secure identification documents, financial cards, medical records and other high security applications. Veritec developed software to send, store, display, and read Barcode Technology on a mobile phone. On September 30, 2015, the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property. The sale allows the Company to focus its efforts solely on its growing Mobile Banking Technology (See Note 7). Joint Venture Agreement On January 17, 2016, Veritec Inc. (the Company) entered into an agreement with Vietnam Alliance Capital (VAC), which is domiciled in Vietnam, to form a joint venture (JV) to operate a debit card business in Vietnam. The JV will be named Veritec Asia. The Company will be a 30% member in the JV and VAC will be a 70% member in the JV. Pursuant to the agreement, the Company will grant a license of certain products to the JV, and provide certain technologies and technological support to the JV. VAC will manage, control, and conduct its day-to-day business and development activities. In addition VAC has agreed to raise all funds to capitalize the JV. As of September 30, 2016, the JV has not received funding and anticipates receipt of funding in fiscal year 2017. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. The consolidated balance sheet information as of June 30, 2016 was derived from the Companys audited consolidated financial statements as of and for the year ended June 30, 2016 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on September 26, 2016. These financial statements should be read in conjunction with that report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. The accompanying condensed consolidated financial statements include the accounts of Veritec, VCode, and VTFS. Inter-company transactions and balances were eliminated in consolidation. |
Going Concern
Going Concern | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended September 30, 2016, the Company used cash in operating activities of $265,220, and at September 30, 2016, the Company had a working capital deficit of $2,990,904 and a stockholders deficiency of $3,081,664. In addition, as of September 30, 2016, the Company is delinquent in payment of $727,997 of its notes payable and is also delinquent in payment of $151,700 in payroll taxes and accrued interest and penalties. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The Companys independent registered public accounting firm, in its report on our June 30, 2016 financial statements, has raised substantial doubt about the Companys ability to continue as a going concern. The Companys financial statements do not include any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going concern. The Company believes it will require additional funds to continue its operations through fiscal 2017 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Companys securities, generating sufficient sales revenue, implementing major cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock. The consolidated financial statements do not include any adjustments that may result from this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities and assumptions made in valuing stock-based compensation. Revenue Recognition Revenues from licenses and identification cards are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If the customer requests both license and hardware, the software is imported into the hardware and once the process is complete, the product is shipped, and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The Company, as a processor and a distributor, recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors. Fair Value of Financial Instruments Fair value measurements adopted by the Company are based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 - Unobservable inputs based on the Company's assumptions. The Company had no such assets or liabilities recorded to be valued on the basis above at September 30, 2016 or June 30, 2016. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and current liabilities, including notes payable and convertible notes, approximate their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Net Income (Loss) per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the three months ended September 30, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At September 30, 2016, the Companys Series H Preferred Stock, Convertible Notes Payable and Options were antidilutive because their exercise prices and conversion prices were out of the money. As of September 30, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. As of September 30, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 12,298,052 5,452,696 Options 2,500,000 2,510,000 Total 14,808,052 7,792,696 Concentrations The Companys cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Companys policy is to maintain cash balances with high quality financial institutions. The Company did not have cash balances in excess of the guarantee during the three months ended September 30, 2016. Major Customers During the three months ended September 30, 2016, the Company had four customers that represented an aggregate of 78% (33%, 19%, 15% and 11%) of our revenue. During the three months ended September 30, 2015, the Company had one customer that represented 12% of our revenue. Foreign Revenues The Company had no foreign revenues during the three months ended September 30, 2016. During the three months ended September 30, 2015, foreign revenues accounted for 65% (20% Taiwan, 18% China, 10% Korea, and 17% others) of the Companys total revenues. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Intangible Assets and Contingen
Intangible Assets and Contingent Earnout Liability | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 3 INTANGIBLE ASSETS AND CONTINGENT EARNOUT LIABILITY On September 30, 2014, the Company and Tangible Payments LLC, a Maryland Limited Liability Company, entered into an Asset Purchase Agreement pursuant to which the Company acquired certain assets and liabilities of the Tangible Payments LLC. Tangible Payments LLC developed online payment technology that encrypts sensitive information securely between customers and merchants during online transactions. The purchase price for the acquisition was comprised of 250,000 shares of restricted common stock of Veritec valued at $37,500, issued on closing, and an earnout payment of $155,000 for an aggregate purchase price of $192,500. The earnout payment is payable on a monthly basis from the net profits derived from the acquired assets commencing three months after the closing. The earnout payment is accelerated and the balance of the earnout payment shall be due in full at such time as Veritec receives equity investments aggregating $1.3 million. From the date of the acquisition and up to September 30, 2016, there was no net profit derived from the acquired assets and accordingly, no payments were made on the earnout. The Company assigned $192,500 of the purchase price to contract commitments which are amortized over a three year period. As of September 30, 2016 and June 30, 2016, the unamortized balance of contract commitments was $64,170 and $80,208, respectively. For the three months ended September 30, 2016 and 2015, the Company recorded $16,038 and $16,042 of amortization expense, respectively, related to this intangible which is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. |
Notes Payable
Notes Payable | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 NOTES PAYABLE Notes payable Notes payable includes accrued interest and consists of the following at September 30, 2016 and June 30, 2016: September 30, 2016 June 30, 2016 (a) Convertible notes $ 198,021 $ 195,655 (b) Notes payable 357,099 352,729 Total notes - third parties $ 555,120 $ 548,384 (a) At June 30, 2016, convertible notes totaled $195,655. During the three months ended September 30, 2016, accrued interest increased by $2,366, and at September 30, 2016, convertible notes totaled $198,021. The notes are unsecured, and interest is at various rates ranging up to 10% per annum. At September 30, 2016, $161,507 of the notes are in default, and the balance of $36,514 is due on demand. At September 30, 2016, the notes are convertible into 980,278 shares of the Companys common stock at conversion prices ranging from $0.08 per share to $0.30 per share. (b) At June 30, 2016, notes payable totaled $352,729. During the three months ended September 30, 2016, accrued interest increased by $4,370, and at September 30, 2016, notes payable totaled $357,099. $322,816 of notes are secured by the Companys intellectual property, and $34,283 of notes are unsecured. Interest is at various rates ranging up to 10% per annum. The notes were due on various dates through 2011 or on demand and at September 30, 2016, the Company was in default on notes totaling $321,586. Notes payable-related party Notes payable-related includes accrued interest and consists of the following at September 30, 2016 and June 30, 2016: September 30, 2016 June 30, 2016 (c) Convertible notes-The Matthews Group 898,841 751,498 (d) Notes payable-The Matthews Group 338,925 216,648 (e)Convertible notes-other related 152,254 513,065 Notes payable-other related 3,000 Total notes-related party 1,390,020 1,484,211 (c) The Matthews Group (see Note 7) is owned 50% by Ms. Van Tran, the Companys CEO, and 50% by Larry Johanns, a significant stockholder of the Company. At June 30, 2016, convertible notes due to The Matthews Group totaled $751,498. During the three months ended September 30, 2016, $124,000 of convertible notes were issued to The Matthews Group, and accrued interest increased by $23,343. At September 30, 2016, convertible notes-The Matthews Group totaled $898,841. The notes are unsecured, and interest is at various rates ranging up to 10% per annum. At September 30, 2016, $40,000 of the notes are in default, and the balance of $858,841 are due on demand. At September 30, 2016, the notes are convertible into 10,810,261 shares of the Companys common stock at conversion prices ranging from $0.08 per share to $0.30 per share. During the three months ended September 30, 2016, the market price on the date some of the notes were issued was in excess of the conversion price, and as a result the Company recorded a beneficial conversion feature on issuance of the notes of $8,750 which is included as interest expense for the three months ended September 30, 2016. (d) At June 30, 2016, notes payable due to The Matthews Group totaled $216,648. During the three months ended September 30, 2016, $114,987 of notes payable were issued to The Matthews Group, and accrued interest increased by $7,290. At September 30, 2016, notes payable-The Matthews Group totaled $338,925. The notes are unsecured, interest is at 10% per annum, and are due on demand. The notes were made in relation to a management services agreement with The Matthews Group (see Note 7). (e) At June 30, 2016, convertible notes due other related parties totaled $513,065. During the three months ended September 30, 2016, accrued interest increased by $875, and loans aggregating $361,686 were settled (see Note 8). At September 30, 2016 convertible notes due other related parties totaled $152,254. The notes are unsecured, and interest is at various rates ranging up to 8% per annum, were due in 2010 and are currently in default. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 5 - STOCKHOLDERS DEFICIENCY Common Stock to be issued In July 2014 through June 2016, the Company granted 70,000 shares of the Companys common stock to consultants for services valued at $9,500. In addition, the Company granted 75,000 shares of the Companys common stock to the Companys directors in 2012 valued at $3,000. As of September 30, 2016 and June 30, 2016, the 145,000 shares of common stock with an aggregate value of $12,500 have not been issued and are reflected as common shares to be issued in the accompanying consolidated balance sheet. |
Stock Options
Stock Options | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 6 STOCK OPTIONS Stock Options A summary of stock options for the three months ended September 30, 2016 is as follows: Number of Weighted - Average Shares Exercise Price Outstanding at June 30, 2015 2,510,000 $0.08 Granted $0.00 Forfeited (10,000) $0.08 Outstanding at September 30, 2016 2,500,000 $0.08 Exercisable at September 30, 2016 2,500,000 $0.08 At September 30, 2016, the Company had 2,500,000 of options outstanding and exercisable. There were no options granted during the three months ended September 30, 2016 and the Company recognized no stock-based compensation expense related to stock options during the three months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, there was no remaining unrecognized compensation costs related to stock options, and there was no intrinsic value of these options. Additional information regarding options outstanding as of September 30, 2016 is as follows: Options Outstanding at September 30, 2016 Options Exercisable at September 30, 2016 Weighted Average Weighted Weighted Number of Remaining Average Number of Average Range of Shares Contractual Life Exercise Shares Exercise Exercise Outstanding (Years) Price Exercisable Price $0.13 - $1.45 2,500,000 3.50 $0.08 2,500,000 $0.08 2,500,000 2,500,000 The weighted-average remaining contractual life of stock options outstanding and exercisable at September 30, 2016 is 3.50 years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10. RELATED PARTY TRANSACTIONS The Company has relied on The Matthews Group, LLC, owned 50% by Ms. Van Tran, the Companys CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company, for funding (see Note 7). The Company also leases its office facilities from Ms. Van Tran. For the three months ended September 30, 2015 and 2014, rental payments to Ms. Van Tran totaled $12,750 and $12,750, respectively. During the year ended June 30, 2015, the Company received various unsecured, non-interest bearing, due on demand advances from its CEO Ms. Van Tran, a related party. No additional advances were received from Ms. Tran during the three months ended September 30, 2015. The balances due Ms. Tran as of September 30, 2015 and June 30, 2015 were $96,110 and $96,110, respectively. These advances have been classified as accounts payable, related party on the accompanying consolidated balance sheets. |
Settlement
Settlement | 3 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Settlement | NOTE 8 SETTLEMENT On September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company. The individual had loaned the Company $250,000 in prior years and was also issued 500,000 shares of common stock for services. The Company alleged that the individual used the Company's intellectual property without approval. Under the terms of the settlement agreement, the individual agreed to relinquish a convertible note payable and unpaid interest aggregating $361,686 (see Note 4), a note payable of $3,000, and return the 500,000 shares of common stock issued to him. In turn, the Company agreed to release and discharge the individual against all claims arising on or prior to the date of the settlement agreement. The Company recorded this as a gain on settlement of $364,686 for the three months ended September 30, 2016. As of September 30, 2016, the shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 SUBSEQUENT EVENTS During October 2016, The Matthews Group loaned the Company $200,000 and the Company paid-in-full its remaining balance owed of $151,700 for delinquent payroll taxes and accrued interest and penalties. The notes are unsecured, interest is at 10% per annum, and are due on demand. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities and assumptions made in valuing stock-based compensation. |
Revenue Recognition | Revenue Recognition Revenues from licenses and identification cards are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If the customer requests both license and hardware, the software is imported into the hardware and once the process is complete, the product is shipped, and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The Company, as a processor and a distributor, recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements adopted by the Company are based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 - Unobservable inputs based on the Company's assumptions. The Company had no such assets or liabilities recorded to be valued on the basis above at September 30, 2016 or June 30, 2016. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and current liabilities, including notes payable and convertible notes, approximate their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic earnings (loss) per share are computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation as their effect is antidilutive. For the three months ended September 30, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At September 30, 2016, the Companys Series H Preferred Stock, Convertible Notes Payable and Options were antidilutive because their exercise prices and conversion prices were out of the money. As of September 30, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive. As of September 30, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 12,298,052 5,452,696 Options 2,500,000 2,510,000 Total 14,808,052 7,792,696 |
Concentrations | Concentrations The Companys cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Companys policy is to maintain cash balances with high quality financial institutions. The Company did not have cash balances in excess of the guarantee during the three months ended September 30, 2016. |
Major Customers | Major Customers During the three months ended September 30, 2016, the Company had four customers that represented an aggregate of 78% (33%, 19%, 15% and 11%) of our revenue. During the three months ended September 30, 2015, the Company had one customer that represented 12% of our revenue. |
Foreign Revenues | Foreign Revenues The Company had no foreign revenues during the three months ended September 30, 2016. During the three months ended September 30, 2015, foreign revenues accounted for 65% (20% Taiwan, 18% China, 10% Korea, and 17% others) of the Companys total revenues. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued the ASU 2016-09, Compensation - Stock Compensation (Topic 718) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of securities excluded from EPS calculation | As of September 30, 2016 2015 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 12,298,052 5,452,696 Options 2,500,000 2,510,000 Total 14,808,052 7,792,696 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | September 30, 2016 June 30, 2016 (a) Convertible notes $ 198,021 $ 195,655 (b) Notes payable 357,099 352,729 Total notes - third parties $ 555,120 $ 548,384 |
Notes Payable Related Parties | September 30, 2016 June 30, 2016 (c) Convertible notes-The Matthews Group 898,841 751,498 (d) Notes payable-The Matthews Group 338,925 216,648 (e)Convertible notes-other related 152,254 513,065 Notes payable-other related 3,000 Total notes-related party 1,390,020 1,484,211 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options | Number of Weighted - Average Shares Exercise Price Outstanding at June 30, 2015 2,510,000 $0.08 Granted $0.00 Forfeited (10,000) $0.08 Outstanding at September 30, 2016 2,500,000 $0.08 Exercisable at September 30, 2016 2,500,000 $0.08 |
Additional information regarding outstanding options | Options Outstanding at September 30, 2016 Options Exercisable at September 30, 2016 Weighted Average Weighted Weighted Number of Remaining Average Number of Average Range of Shares Contractual Life Exercise Shares Exercise Exercise Outstanding (Years) Price Exercisable Price $0.13 - $1.45 2,500,000 3.50 $0.08 2,500,000 $0.08 2,500,000 2,500,000 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 22, 2019 | Sep. 30, 2019 | Apr. 01, 2017 | Jan. 31, 2017 | Sep. 21, 2016 | Jan. 17, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Percent of shares acquired by Veritec | 9.90% | 9.90% | 90.10% | |||||
Purchase price of shares | $ 320,000 | $ 3,200,000 | $ 2,880,000 | |||||
Note receivable from Flathead Bancorporation, Inc | $ 1,180,000 | $ 1,180,000 | $ 400,000 | $ 500,000 | $ 280,000 | |||
Note receivable terms | The loans would mature in five years and require annual interest only payments at interest rates to be determined. The Company anticipates completing an agreement with FB and making its initial investment of $320,000 and initial loan payment of $280,000, or an aggregate of $600,000, by December 2016. The Company anticipates that The Matthews Group (see Note 7), owned 50% by Ms. Van Tran, the Companys CEO, and 50% by Larry Johanns, a significant stockholder of the Company, will loan the Company the necessary funds to accomplish its initial planned transactions with FB. | |||||||
Percent Ownership in Joint Venture of Company | 30.00% | |||||||
Percent Ownership of Joint Venture by Vietnam Alliance Capital | 70.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income (loss) | $ 142,758 | $ (794,864) | |
Net cash used in operating activities | (265,220) | $ (113,750) | |
Working capital deficit | 2,990,904 | ||
Stockholders' deficiency | (3,081,664) | $ (3,233,172) | |
Note payable obligations - in default | 727,997 | ||
Payroll taxes and accrued interest and penalties | $ 151,700 | $ 238,718 |
Significant Accounting Polici25
Significant Accounting Policies - Summary of securities excluded from EPS calculation (Details) - shares | Sep. 30, 2016 | Sep. 30, 2015 |
Accounting Policies [Abstract] | ||
Series H Preferred Stock | 10,000 | 10,000 |
Convertible Notes Payable | 12,298,052 | 5,452,696 |
Options | 2,500,000 | 2,510,000 |
Total | 14,808,052 | 7,792,696 |
Significant Accounting Polici26
Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Sales percentage from major customers | 78.00% | 12.00% |
Foreign revenues | 65.00% | |
Taiwan | ||
Foreign revenues | 20.00% | |
China | ||
Foreign revenues | 18.00% | |
Korea | ||
Foreign revenues | 10.00% | |
Other | ||
Foreign revenues | 17.00% | |
Customer 1 | ||
Sales percentage from major customers | 33.00% | 12.00% |
Customer 2 | ||
Sales percentage from major customers | 19.00% | |
Customer 3 | ||
Sales percentage from major customers | 15.00% | |
Customer 4 | ||
Sales percentage from major customers | 11.00% |
Intangible Assets and Conting27
Intangible Assets and Contingent Earnout Liability (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Business Combinations [Abstract] | |||
Shares issued | 250,000 | ||
Value of shares issued | $ 37,500 | ||
Earnout Payment | 155,000 | ||
Aggregate purchase price | 192,500 | ||
Equity investments received | 1,300,000 | ||
Contract commitments | 192,500 | ||
Unamortized balance of contract commitments | 64,170 | $ 80,208 | |
Amortization expense | $ 16,038 | $ 16,042 |
Notes Payable - Notes Payable (
Notes Payable - Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 198,021 | $ 195,655 |
Notes payable | 357,099 | 352,729 |
Total Notes payable | $ 555,120 | $ 548,384 |
Notes Payable - Notes Payable R
Notes Payable - Notes Payable Related Party (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Notes Payable Related Party | $ 1,390,020 | $ 1,484,211 |
Matthews Group | ||
Convertible Notes, Related Party | 898,841 | 751,498 |
Notes Payable Related Party | 338,925 | 216,648 |
Other | ||
Convertible Notes, Related Party | 152,254 | 513,065 |
Notes Payable Related Party | $ 3,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Oct. 31, 2016 | Jun. 30, 2016 | |
Notes payable | $ 357,099 | $ 352,729 | |
Recorded increase on interest | $ 4,370 | ||
Interest rate | 10.00% | 10.00% | |
Notes in Default | $ 321,586 | ||
Convertible Notes Payable | |||
Notes payable | 198,021 | $ 195,655 | |
Recorded increase on interest | $ 2,366 | ||
Interest rate | 10.00% | 10.00% | |
Notes in Default | $ 161,507 | ||
Balance due on demand | 36,514 | ||
Converted shares of common stock, value | 980,278 | ||
Convertible Notes Payable | Matthews Group | |||
Notes payable | 898,841 | $ 751,498 | |
Recorded increase on interest | $ 23,343 | ||
Interest rate | 10.00% | 10.00% | |
Notes in Default | $ 40,000 | ||
Balance due on demand | 858,841 | ||
Converted shares of common stock, value | 10,810,261 | ||
Notes issued | 124,000 | ||
Beneficial conversion feature | 8,750 | ||
Convertible Notes Payable | Other Related Parties | |||
Notes payable | 152,254 | $ 513,065 | |
Recorded increase on interest | $ 875 | ||
Interest rate | 8.00% | 8.00% | |
Converted shares of common stock, value | $ 507,513 | ||
Conversion price | $ .30 | ||
Loans settled | $ 361,686 | ||
Secured Debt | |||
Notes payable | 322,816 | ||
Unsecured Debt | |||
Notes payable | $ 34,283 | ||
Maximum | |||
Conversion price | $ .30 | ||
Minimum | |||
Conversion price | $ .08 | ||
Matthews Group | |||
Notes payable | $ 338,925 | $ 216,648 | |
Recorded increase on interest | $ 7,290 | ||
Interest rate | 10.00% | 10.00% | 10.00% |
Ownership by CEO and Significant Stockholder | 50.00% | ||
Notes issued | $ 114,987 |
Stockholders Deficiency (Detail
Stockholders Deficiency (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2012 | Jun. 30, 2016 | |
Equity [Abstract] | ||||
Common stock issued for services | 500,000 | 70,000 | ||
Value of common stock issued for services | $ 1,400 | $ 9,500 | ||
Shares issued to directors | 2,510,000 | 75,000 | ||
Value of shares issued to directors | $ 3,000 | |||
Common stock to be issued, shares | 145,000 | |||
Common stock to be issued, value | $ 12,500 | $ 12,500 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Beginning number of shares; outstanding | 2,510,000 | 75,000 | |
Beginning weighted-average exercise price; outstanding | $ 0.08 | ||
Options Granted | 2,500,000 | ||
Options granted, weighted average exercise price | $ 0 | ||
Options Forfeited | (10,000) | ||
Options Forfeited, weighted average exercise price | $ 0.08 | ||
Ending number of shares; outstanding | 2,500,000 | ||
Ending weighted-average exercise price; outstanding | $ 0.08 | ||
Number of Shares; exercisable | 2,500,000 | ||
Weighted-average exercise price; exercisable | $ 0.08 |
Stock Options - Additional info
Stock Options - Additional information regarding outstanding options (Details) | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Options outstanding, shares | shares | 2,500,000 |
Weighted average remaining contractual life | 3 years 6 months |
Options excercisable | shares | 2,500,000 |
Options exercisable, weighted average exercise price | $ 0.08 |
Min | |
Weighted average exercise price | 0.13 |
Max | |
Weighted average exercise price | $ 1.45 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options granted | 2,500,000 | |
2013 Agreement terms | The Company has agreements with certain employees that provide for five years of annual grants of options, on each employment anniversary date, to purchase shares of the Companys common stock. The option price is determined based on the market price on the date of grant, the options vest one year from the date of grant, and the options expire five years after vesting. | |
Weighted average remaining contractual life | 3 years 6 months |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Owed to related party | $ 1,237,766 | $ 968,146 | |
Accounts payable, related party | 96,110 | 96,110 | |
Rental payments | 16,800 | $ 16,800 | |
Matthews Group | |||
Notes issued | $ 114,987 | ||
Barcode Technology | |||
Revenue agreement | 20.00% | ||
Recorded revenue from agreement | $ 22,900 | ||
Larry Johanns | |||
Ownership of TMG | 50.00% | ||
Van Tran | |||
Ownership of TMG | 50.00% | ||
Matthews Group | Convertible Notes Payable | |||
Notes issued | 124,000 | ||
Cash flow loans | $ 114,987 | ||
Interest on cash flow loan | 10.00% |
Settlement (Details Narrative)
Settlement (Details Narrative) - USD ($) | 3 Months Ended | 24 Months Ended |
Sep. 30, 2016 | Jun. 30, 2016 | |
Loan from officer of company | $ 250,000 | |
Stock issued for services | 500,000 | 70,000 |
Shares to be cancelled | 500,000 | |
Gain on settlement | $ 364,686 | |
Convertible Note | ||
Debt forgiven | 361,686 | |
Note Payable | ||
Debt forgiven | $ 3,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 01, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Sep. 21, 2016 | Jun. 30, 2016 |
Note Receivable | $ 400,000 | $ 500,000 | $ 1,180,000 | $ 280,000 | ||
Payroll tax liabilities | $ 151,700 | $ 238,718 | ||||
Unsecured note interest rate | 10.00% | 10.00% | ||||
Matthews Group | ||||||
Note Receivable | $ 200,000 | |||||
Payroll tax liabilities | $ 151,700 | |||||
Unsecured note interest rate | 10.00% | 10.00% | 10.00% |