Document and Entity Information
Document and Entity Information | 9 Months Ended |
Mar. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | VERITEC INC |
Entity Central Index Key | 773,318 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
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 | Q3 |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Current Assets: | ||
Cash | $ 53,400 | $ 60,953 |
Accounts receivable | 14,428 | 9,309 |
Prepaid expenses | 8,294 | 1,897 |
Total Current Assets | 76,122 | 72,159 |
Equipment, net | 171 | |
Intangibles, net | 220,972 | 80,208 |
Total Assets | 297,094 | 152,538 |
Current Liabilities: | ||
Accounts payable | 643,888 | 624,153 |
Accounts payable, related party | 96,110 | 96,110 |
Accrued expenses | 73,364 | 75,374 |
Payroll tax liabilities | 238,718 | |
Notes payable - in default | 568,588 | 548,384 |
Notes payable, related party | 2,117,048 | 1,484,211 |
Customer deposits | 25,000 | |
Deferred revenues | 84,993 | 138,760 |
Derivative liabilities | 664,000 | |
Total Current Liabilities | 4,247,991 | 3,230,710 |
Contingent earnout liability | 155,000 | 155,000 |
Total Liabilities | 4,402,991 | 3,385,710 |
Stockholders' Deficiency: | ||
Convertible preferred stock, par value $1.00; authorized 10,000,000 shares, 276,000 shares of Seried H authorized, 1,000 shares issued and outstanding as of March 31, 2017 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 March 31, 2017 and June 30, 2016 | 395,380 | 395,380 |
Common stock to be issued, 2,145,000 shares and 145,000 shares to be issued as of March 31, 2017 and June 30, 2016, respectively | 212,500 | 12,500 |
Additional paid-in capital | 17,974,576 | 17,939,576 |
Accumulated deficit | (22,689,353) | (21,581,628) |
Total Stockholders' Deficiency | (4,105,897) | (3,233,172) |
Total Liabilities and Stockholders' Deficiency | $ 297,094 | $ 152,538 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
Convertible preferred stock, par value | $ 1 | $ 1 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 1,000 | 1,000 |
Convertible preferred stock, shares outstanding | 1,000 | 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 | 2,145,000 | 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 | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||||
Mobile banking technology revenue | $ 35,790 | $ 59,803 | $ 120,000 | $ 198,524 |
Management fee revenue-related party | 68,461 | 16,098 | 143,791 | 38,066 |
Barcode technology revenue | 133,714 | |||
Total revenue | 104,251 | 75,901 | 263,791 | 370,304 |
Cost of Sales | 54,222 | 52,722 | 203,082 | 250,310 |
Gross Profit | 50,029 | 23,179 | 60,709 | 119,994 |
Operating Expenses: | ||||
General and administrative | 193,922 | 170,451 | 550,922 | 567,468 |
Sales and marketing | 57,026 | 62,586 | 16,641 | |
Research and development | 65,361 | 17,248 | 87,491 | 59,064 |
Total Operating Expenses | 316,309 | 187,699 | 700,999 | 643,173 |
Loss from Operations | (266,280) | (164,520) | (640,290) | (523,179) |
Other Expense: | ||||
Gain on settlement - former officer | 364,690 | |||
Change in fair value of derivative liabilities | (482,000) | (482,000) | ||
Expense related to fair value of derivative liabilities | (182,000) | |||
Interest expense, including $67,787. $45,581, $147,918 and $750,699 respectively, to related parties | (74,525) | (51,658) | (168,125) | (770,758) |
Total other expense | (556,525) | (51,658) | (467,435) | (770,758) |
Net Loss | $ (822,805) | $ (2,161,178) | $ (1,107,725) | $ (1,293,937) |
Net Income (Loss) Per Common Share | ||||
Basic | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.04) |
Diluted | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.04) |
Weighted Average Number of Shares Outstanding | ||||
Basic | 39,538,007 | 39,130,007 | 39,538,007 | 31,575,147 |
Diluted | 39,538,007 | 39,130,007 | 39,538,007 | 31,575,147 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Interest expense, related parties | $ 67,787 | $ 45,581 | $ 147,918 | $ 750,699 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) | 9 Months Ended |
Mar. 31, 2017USD ($)shares | |
Preferred Stock | |
Beginning balance, Shares | shares | 1,000 |
Beginning balance, Amount | $ 1,000 |
Shares to be issued for asset acquisition | |
Beneficial conversion feature on issuance of convertible notes payable | |
Net loss | |
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 |
Shares to be issued for asset acquisition | |
Beneficial conversion feature on issuance of convertible notes payable | |
Net loss | |
Ending balance, Shares | shares | 39,538,007 |
Ending balance, Amount | $ 395,380 |
CommonStockToBeIssuedMember | |
Beginning balance, Amount | 12,500 |
Shares to be issued for asset acquisition | 200,000 |
Beneficial conversion feature on issuance of convertible notes payable | |
Net loss | |
Ending balance, Amount | 212,500 |
Additional Paid-In Capital | |
Beginning balance, Amount | 17,939,576 |
Shares to be issued for asset acquisition | |
Beneficial conversion feature on issuance of convertible notes payable | 35,000 |
Net loss | |
Ending balance, Amount | 17,974,576 |
Accumulated Deficit | |
Beginning balance, Amount | (21,581,628) |
Shares to be issued for asset acquisition | |
Beneficial conversion feature on issuance of convertible notes payable | |
Net loss | (1,107,725) |
Ending balance, Amount | (22,689,353) |
Beginning balance, Amount | (3,233,172) |
Shares to be issued for asset acquisition | 200,000 |
Beneficial conversion feature on issuance of convertible notes payable | 35,000 |
Net loss | (1,107,725) |
Ending balance, Amount | $ (4,105,897) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,107,725) | $ (1,293,937) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation | 171 | 206 |
Amortization | 59,236 | 48,125 |
Allowance for inventory obsolescence | 14,461 | |
Shares to be issued for services | 2,100 | |
Gain on settlement-former officer | (364,690) | |
Expense related to fair value of derivative liabilities | 182,000 | |
Change in fair value of derivative liabilities | 482,000 | |
Beneficial conversion feature on issuance of convertible notes payable-related party | 35,000 | 77,188 |
Fair value of shares issued as inducement for conversion of notes payable - related party | 452,770 | |
Modification cost of conversion feature of note payable | 136,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,119) | 23,363 |
Restricted cash | 26,631 | |
Prepaid expenses | (6,397) | 17,746 |
Accounts payable | (5,265) | (11,549) |
Accrued expenses | (2,010) | 43,884 |
Payroll tax liabilities | (238,718) | (130,800) |
Deferred revenues | (53,767) | (96,453) |
Accrued interest | 130,625 | 104,532 |
Net cash used in operating activities | (894,659) | (565,630) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable-related party | 477,500 | 441,389 |
Proceeds from notes payable, related party | 409,606 | 124,357 |
Payments on notes payable, related party | (2,500) | |
Net cash provided by (used in) financing activities | 887,106 | 563,246 |
NET DECREASE IN CASH | (7,553) | (22,384) |
CASH AT BEGINNING OF PERIOD | 60,953 | 52,762 |
CASH AT END OF PERIOD | 53,400 | 30,378 |
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 | |
Shares to be issued for asset acquisition | $ 200,000 |
Nature of Business
Nature of Business | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 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 and nine month periods ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. The Condensed Consolidated Balance Sheet information as of June 30, 2016 was derived from the Company’s audited Condensed Consolidated Financial Statements as of and for the year ended June 30, 2016 included in the Company’s 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 accompanying Condensed Consolidated Financial Statements include the accounts of Veritec and its wholly owned subsidiaries, Veritec Financial Systems, Inc., Tangible Payment Systems, Inc., and Public Bell, Inc. Inter-company transactions and balances were eliminated in consolidation. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
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 and six month periods ended December 31, 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 Company’s audited consolidated financial statements as of and for the year ended June 30, 2016 included in the Company’s 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 | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | GOING CONCERN The accompanying Condensed 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 nine months ended March 31, 2017, the Company incurred a net loss of $1,107,725 and used cash in operating activities of $894,659, and at March 31, 2017, the Company had a working capital deficit of $4,171,869 and a stockholders’ deficiency of $4,105,897. In addition, as of March 31, 2017, the Company is delinquent in payment of $532,344 of its notes payable and $185,874 of its notes payable-related parties. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on our June 30, 2016 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s 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 Company’s 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 Condensed Consolidated Financial Statements do not include any adjustments that may result from this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Use of Estimates The preparation of Condensed 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 Condensed 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 used in valuing derivatives and stock-based compensation, and the valuation of deferred taxes. 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 carrying amounts reported in the Condensed 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. At March 31, 2017, the Company’s Condensed Consolidated Balance Sheet included the fair value of derivative liabilities of $664,000, which was based on Level 2 measurements. At June 30, 2016, the Company did not have derivative liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Condensed Consolidated Statements of Operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest inception date sequencing method to prioritize its convertible securities. At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate. 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 and nine months ended March 31, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At March 31, 2017, the Company’s 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 March 31, 2017 and 2016, 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 March 31, 2017 2016 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 17,533,531 7,884,519 Options 2,500,000 2,510,000 Total 20,043,531 10,404,519 Concentrations The Company’s 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 Company’s 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 nine months ended March 31, 2017. During the three months ended March 31, 2017, the Company had two customers that represented an aggregate of 78% (66% and 12%) of our revenue. During the three months ended March 31, 2016, the Company had three customers that represented an aggregate of 59% (24%, 19% and 16%) of our revenue. During the nine months ended March 31, 2017, the Company had two customers that represented an aggregate of 65% (53% and 12%) of our revenue. During the nine months ended March 31, 2016, the Company had no customers that accounted for more than 10% of our revenue. Foreign Revenues During the three months ended March 31, 2017 and 2016, the Company had no foreign revenues. During the nine months ended March 31, 2017, the Company had no foreign revenues. During the nine months ended March 31, 2016, foreign revenues accounted for 36% (11% Taiwan, 10% China, and 15% others) of the Company’s 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. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and ASU 2017-05, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, an update to ASC Topic 805, Business Combinations. ASU 2017-01 narrows the definition of a business and provides a framework for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-01 clarifies that when substantially all the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 also requires that a set cannot be considered a business unless it includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted, including adoption in an interim period. The Company early adopted the provisions of ASU 2017-01 on January 1, 2017, and concluded that the acquisition of certain intellectual property in February 2017 (see Note 2) did not meet the definition of a business and was treated as an asset acquisition. 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 financial statements. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Contingent Earnout Liability | NOTE 2 – INTANGIBLE ASSETS Intangible assets consists of the following at March 31, 2017 and June 30, 2016: March 31, 2017 June 30, 2016 (a) Contract commitments $ 192,500 $ 192,500 (b) Intellectual property 200,000 — 392,500 192,500 Less accumulated amortization (171,528 ) (112,292 ) Intangible assets, net $ 220,972 $ 80,208 For the three and nine months ended March 31, 2017 and 2016, the Company recorded $27,153 and $59,236, and $16,042 and $48,042, of amortization expense respectively, related to intangible assets which is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. Estimated future amortization expense for intangible assets is as follows: Remainder of June 30, 2017 $32,666; June 30, 2018 $82,750; June 30, 2019 $66,660; and June 30, 2020 $38,896. (a) On September 30, 2014, the Company acquired certain assets and liabilities of Tangible Payments LLC for $192,500, including a contingent earnout payment of $155,000. The Company assigned $192,500 of the purchase price to contract commitments which are amortized over a three year period. As of March 31, 2017 and June 30, 2016, the unamortized balance of contract commitments was $32,083 and $80,208, respectively. The earnout payment of $155,000 is payable on a monthly basis from the net profits derived from the acquired assets, as defined. From the date of the acquisition and up to March 31, 2017, there was no net profit derived from the acquired assets and accordingly, no payments were made on the earnout. The earnout payment is due in full at such time as the Company receives equity investments aggregating $1.3 million. (b) On February 8, 2017, the Company, through its wholly-owned subsidiary, Public Bell, a Delaware corporation, acquired certain intellectual property from Public Bell, Inc., a California corporation and C. Nguyen, its sole shareholder. The intellectual property is related to the development of mobile and Wi-Fi/WiMax software applications. In consideration, the Company agreed to issue 2,000,000 restricted shares of the Company’s common stock valued at $200,000 to Nguyen, based on the closing price of the Company’s stock on the date of the transaction. As the assets acquired do not constitute a business, the Company accounted for this as an asset acquisition. Accordingly the Company valued the acquired intellectual property at $200,000 which will be amortized over a two year period. As of March 31, 2017, the unamortized balance of the intellectual property was $188,889. In addition, the Company entered into a five-year employment agreement with Nguyen. The Company agreed to pay Nguyen a base salary of $30,000 per annum and a performance bonus equal to 25% of the Company’s wholly-owned subsidiary, Public Bell’s annual net income, as defined, up to $3,000,000. Given the preliminary stage of development of the operations of this subsidiary and the level of uncertainty that exists related to future probability, management has assessed the likelihood of payment under this bonus as being remote. Accordingly, no contingent earnout liability was recorded when the purchase of the intellectual property assets was recorded. |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 3 – NOTES PAYABLE Notes payable-in default Notes payable includes principal and accrued interest and consists of the following at March 31, 2017 and June 30, 2016: March 31, 2017 June 30, 2016 (a) Convertible notes-in default $ 202,750 $ 195,655 (b) Notes payable-in default 365,838 352,729 Total notes-third parties $ 568,588 $ 548,384 (a) At June 30, 2016, convertible notes totaled $195,655. During the nine months ended March 31, 2017, accrued interest of $7,095 was added to principal. At March 31, 2017, convertible notes totaled $202,750. The notes are unsecured, and interest accrues at rates ranging from 5% to 8% per annum. At March 31, 2017, $166,506 of notes were due through 2011 and are in default. These notes are convertible at a conversion price of $0.30 per share into 555,021 shares of the Company’s common stock. The balance of $36,244 is due on demand, and is convertible at a conversion price of $0.08 per share into 453,051 shares of the Company’s common stock. (b) At June 30, 2016, notes payable totaled $352,729. During the nine months ended March 31, 2017, accrued interest of $13,109 was added to principal. At March 31, 2017, the notes payable totaled $365,838. $330,555 of notes are secured by the Company’s intellectual property, and $35,283 of notes are unsecured. Interest accrues at rates ranging from 6.5% to 10% per annum. The total of $365,838 was due in 2012, and is in default. Notes payable-related party Notes payable-related includes principal and accrued interest and consists of the following at March 31, 2017 and June 30, 2016: March 31, 2017 June 30, 2016 (c) Convertible notes-The Matthews Group $ 1 ,210,116 $ 669,648 (d) Notes payable-The Matthews Group 658,704 216,648 (e) Convertible notes-other related-in default 248,228 237,725 (f) Convertible notes-former officer — 360,190 Total notes-related party $ 2,117,048 $ 1,484,211 (c) The Matthews Group (see Note 7) is owned 50% by Ms. Van Tran, the Company’s CEO, and 50% by Larry Johanns, a significant shareholder of the Company. At June 30, 2016, convertible notes due to The Matthews Group totaled $669,648. During the nine months ended March 31, 2017, $477,500 of convertible notes were issued to The Matthews Group, and accrued interest of $62,968 was added to principal. At March 31, 2017, convertible notes due to The Matthews Group totaled $1,210,116. The notes are unsecured, interest accrues at rates ranging from 8% to 10% per annum, and are due on demand. At March 31, 2017, the notes are convertible at a conversion price of $0.08 per share into 15,126,454 shares of the Company’s common stock. During the three and nine months ended March 31, 2017, 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 $18,750 and $35,000, respectively, which is included in interest expense and financing costs in the Condensed Consolidated Statements of Operations. During the three and nine months ended March 31, 2016, the Company recorded a beneficial conversion feature on issuance of the notes of $22,000 and $77,188, respectively (d) At June 30, 2016, notes payable due to The Matthews Group totaled $216,648. During the nine months ended March 31, 2017, $409,606 of notes payable were issued to The Matthews Group, and accrued interest of $32,450 was added to principal. At March 31, 2017, notes payable due to The Matthews Group totaled $658,704. The notes are unsecured, accrued interest 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 $237,725. During the nine months ended March 31, 2017, accrued interest of $10,503 was added to principal. At March 31, 2017 convertible notes due other related parties totaled $248,228. The notes are unsecured and accrue interest at rates ranging from 8% to 10% per annum. At March 31, 2017, $185,874 of the notes were due in 2010 and are in default, and the balance of $62,354 is due on demand. At March 31, 2017, $185,874 of the notes are convertible at a conversion price of $0.30 per share into 619,581 shares of the Company’s common stock, $23,505 of the notes are convertible at a conversion price of $0.10 per share into 235,050 shares of the Company’s common stock, and $38,849 of the notes are convertible at a conversion price of $0.08 per share into 485,613 shares of the Company’s common stock. (f) 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 $364,686, and return 500,000 shares of common stock previously 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 a gain on the settlement of $364,686 in the accompanying Condensed Consolidated Statements of Operations for the nine months ended March 31, 2017. As of March 31, 2017, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 4 - DERIVATIVE LIABILITIES From time to time, the Company issues convertible notes payable with embedded conversion features and options to purchase common stock. Pursuant to the FASB authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, when there are insufficient authorized shares, the obligation for the exercise of the convertible instrument should be classified as a liability and measured at fair value. During the nine months ended March 31, 2017, the Company determined that there were not sufficient authorized shares of common stock available for issuance upon conversion of certain of its convertible notes. During the nine months ended March 31, 2017, the Company recorded an expense related to fair value of derivative liabilities of $182,000. During the three and nine months ended March 31, 2017, the Company recorded a change in the fair value of the derivative liabilities of $482,000. The conversion feature of the notes is re-measured at the end of every reporting period with the change in value reported in the Condensed Consolidated Statements of Operations. The derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions: March 31, 2017 December 31, 2017 Conversion feature: Risk-free interest rate 1.5 % 0.07 % Expected volatility 124 % 99 % Expected life (in years) 1 - 2.7 years 1.2 years Expected dividend yield — — Fair Value: Conversion feature $ 664,000 $ 182,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company used its own historical stock’s volatility as the estimated volatility. The expected life of the conversion feature of the notes or options was based on the estimated remaining terms of the notes or options, or expected settlement date for notes due on demand or that have matured. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its holders of common stock in the past and does not expect to pay dividends to holders of its common stock in the future. |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficiency | NOTE 5 - STOCKHOLDERS’ DEFICIENCY As of March 31, 2017 and June 30, 2016, 2,145,000 and 145,000 shares of common stock issuable with an aggregate value of $212,500 and $12,500, respectively, have not been issued and are reflected as common shares to be issued in the accompanying Condensed Consolidated Balance Sheets, respectively. |
Stock Options
Stock Options | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | NOTE 6 – STOCK OPTIONS Stock Options A summary of stock options for the nine months ended March 31, 2017 is as follows: Number of Weighted - Average Shares Exercise Price Outstanding at June 30, 2016 2,510,000 $ 0.08 Granted — $ 0.00 Forfeited (10,000 ) $ 0.08 Outstanding at March 31, 2017 2,500,000 $ 0.08 Exercisable at March 31, 2017 2,500,000 $ 0.08 At March 31, 2017, the Company had 2,500,000 of options outstanding and exercisable. The options expire in February, 2020, and are exercisable at $0.08 per share. There were no options granted during the nine months ended March 31, 2017 and the Company recognized no stock-based compensation expense related to stock options during the three and nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was no remaining unrecognized compensation costs related to stock options, and the intrinsic value of these options was $62,500. Additional information regarding options outstanding as of March 31, 2017 is as follows: Options Outstanding at March 31, 2017 Options Exercisable at March 31, 2017 Range of Exercise Number of Shares Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $ 0.08 2,500,000 2.75 $ 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 March 31, 2017 is 2.75 years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS The Matthews Group is owned 50% by Ms. Van Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company. The Company has relied on The Matthews Group for funding (see Notes 1 and 3). Barcode Technology management services agreement and loans On September 30, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The Matthews Group. The Company’s Barcode Technology was originally invented by the founders of Veritec as a product identification system for identification and tracking of parts, components and products mostly in the liquid crystal display (LCD) markets and for secure identification documents, financial cards, medical records and other high security applications. The Company has a management services agreement with The Matthews Group to manage all facets of the barcode technology operations, on behalf of The Matthews Group, through May 30, 2017. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual benefits of the barcode operations. In consideration, the Company earns a fee of 20% of all revenues from the barcode technology operations. During the three and nine months ended March 31, 2017 and 2016, the Company recorded management fee revenue related to this agreement of $68,461 and $143,791, and $16,098 and $38,066, respectively. Pursuant to the management services agreement, all cash flow (all revenues collected less direct costs paid) of the barcode technology operations is retained by the Company as proceeds from unsecured notes payable due The Matthews Group. During the nine months ended March 31, 2017 and 2016, cash flow loans of $409,606 and $124,357, respectively, were made to the Company at 10% interest per annum and due on demand. At March 31, 2017, cash flow loans of $658,704 are due to The Matthews Group (see Note 3). During the nine months ended March 31, 2017, The Matthews Group loaned the Company $477,500 of convertible notes. At March 31, 2017, convertible notes of $1,210,116 are due The Matthews Group (see Note 3). On March 1, 2017, the Company’s wholly owned subsidiary, Public Bell, Inc., entered into an Exclusive Product Provider Agreement (“Agreement”) with an affiliate of American Heritage College (AHC). Ms. Van Tran, the Company’s CEO/Executive Chair, is a part owner of the affiliate of AHC. Public Bell paid AHC $50,000 in exchange for AHC agreeing to purchase Wi-Fi/WiMax broadband equipment exclusively from Public Bell and for the exclusive right to provide future products and services to AHC. During both the three and nine months ended March 31, 2017, the $50,000 paid to AHC was recorded to sales and marketing expense in the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2017 and June 30, 2016, $96,110 and $96,110, respectively, of advances due to Ms. Van Tran have been presented as accounts payable, related party on the accompanying Condensed Consolidated Balance Sheets. The advances are unsecured, non-interest bearing, and due on demand. The Company leases its office facilities from Ms. Tran. For both the three and nine months ended March 31, 2017 and 2016, rental payments to Ms. Van Tran totaled $12,750 and $38,250, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES 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 FB’s issued and outstanding shares for $320,000 at the closing date. Veritec plans to purchase the remaining 90.1 percent of FB’s outstanding common shares within three years of the closing date for $2,880,000. The transaction is subject to, among other things, Veritec being able to obtain funding and obtain regulatory approval from applicable banking authorities. The Company is currently evaluating its options related to this transaction including its termination. 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 March 31, 2017, the JV has not received funding and the Company is currently evaluating its options related to the JV including its termination. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of Condensed 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 Condensed 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 used in valuing derivatives and stock-based compensation, and the valuation of deferred taxes. |
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 carrying amounts reported in the Condensed 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. At March 31, 2017, the Company’s Condensed Consolidated Balance Sheet included the fair value of derivative liabilities of $664,000, which was based on Level 2 measurements. At June 30, 2016, the Company did not have derivative liabilities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the Condensed Consolidated Statements of Operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest inception date sequencing method to prioritize its convertible securities. At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate. |
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 and nine months ended March 31, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. At March 31, 2017, the Company’s 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 March 31, 2017 and 2016, 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 March 31, 2017 2016 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 17,533,531 7,884,519 Options 2,500,000 2,510,000 Total 20,043,531 10,404,519 |
Concentrations | Concentrations The Company’s 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 Company’s 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 nine months ended March 31, 2017. During the three months ended March 31, 2017, the Company had two customers that represented an aggregate of 78% (66% and 12%) of our revenue. During the three months ended March 31, 2016, the Company had three customers that represented an aggregate of 59% (24%, 19% and 16%) of our revenue. During the nine months ended March 31, 2017, the Company had two customers that represented an aggregate of 65% (53% and 12%) of our revenue. During the nine months ended March 31, 2016, the Company had no customers that accounted for more than 10% of our revenue. |
Foreign Revenues | Foreign Revenues During the three months ended March 31, 2017 and 2016, the Company had no foreign revenues. During the nine months ended March 31, 2017, the Company had no foreign revenues. During the nine months ended March 31, 2016, foreign revenues accounted for 36% (11% Taiwan, 10% China, and 15% others) of the Company’s 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. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and ASU 2017-05, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, an update to ASC Topic 805, Business Combinations. ASU 2017-01 narrows the definition of a business and provides a framework for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-01 clarifies that when substantially all the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 also requires that a set cannot be considered a business unless it includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. ASU 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted, including adoption in an interim period. The Company early adopted the provisions of ASU 2017-01 on January 1, 2017, and concluded that the acquisition of certain intellectual property in February 2017 (see Note 2) did not meet the definition of a business and was treated as an asset acquisition. 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 financial statements. |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of securities excluded from EPS calculation | As of March 31, 2017 2016 Series H Preferred Stock 10,000 10,000 Convertible Notes Payable 17,533,531 7,884,519 Options 2,500,000 2,510,000 Total 20,043,531 10,404,519 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 2017 June 30, 2016 (a) Contract commitments $ 192,500 $ 192,500 (b) Intellectual property 200,000 — 392,500 192,500 Less accumulated amortization (171,528 ) (112,292 ) Intangible assets, net $ 220,972 $ 80,208 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | March 31, 2017 June 30, 2016 (a) Convertible notes-in default $ 202,750 $ 195,655 (b) Notes payable-in default 365,838 352,729 Total notes-third parties $ 568,588 $ 548,384 |
Notes payable- related party | March 31, 2017 June 30, 2016 (c) Convertible notes-The Matthews Group $ 1 ,210,116 $ 669,648 (d) Notes payable-The Matthews Group 658,704 216,648 (e) Convertible notes-other related-in default 248,228 237,725 (f) Convertible notes-former officer — 360,190 Total notes-related party $ 2,117,048 $ 1,484,211 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule Of Derivative Liabilities | March 31, 2017 December 31, 2017 Conversion feature: Risk-free interest rate 1.5 % 0.07 % Expected volatility 124 % 99 % Expected life (in years) 1 - 2.7 years 1.2 years Expected dividend yield — — Fair Value: Conversion feature $ 664,000 $ 182,000 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options | Number of Weighted - Average Shares Exercise Price Outstanding at June 30, 2016 2,510,000 $ 0.08 Granted — $ 0.00 Forfeited (10,000 ) $ 0.08 Outstanding at March 31, 2017 2,500,000 $ 0.08 Exercisable at March 31, 2017 2,500,000 $ 0.08 |
Additional information regarding outstanding options | Options Outstanding at March 31, 2017 Options Exercisable at March 31, 2017 Range of Exercise Number of Shares Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $ 0.08 2,500,000 2.75 $ 0.08 2,500,000 $ 0.08 2,500,000 2,500,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income (loss) | $ (822,805) | $ (2,161,178) | $ (1,107,725) | $ (1,293,937) | |
Cash used in operating activities | 894,659 | $ 565,630 | |||
Working capital deficit | 4,171,869 | 4,171,869 | |||
Stockholders' deficiency | (4,105,897) | (4,105,897) | $ (3,233,172) | ||
Note payable obligations - in default | 532,344 | 532,344 | |||
Note payable - related parties obligations - in default | $ 183,874 | $ 183,874 |
Significant Accounting Polici26
Significant Accounting Policies - Summary of securities excluded from EPS calculation (Details) - shares | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Convertible Notes Payable | 17,533,531 | 7,884,519 |
Options | 2,500,000 | 2,510,000 |
Total | 20,043,531 | 1,104,045,119 |
Series H Convertible | ||
Series H Preferred Stock | 10,000 | 10,000 |
Significant Accounting Polici27
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Fair value of derivative liabilities | $ 664,000 | |||
Federal Deposit Insurance Corporation, amount | $ 250,000 | $ 250,000 | ||
Foreign revenues | 45.00% | 45.00% | ||
Taiwan | ||||
Foreign revenues | 11.00% | |||
China | ||||
Foreign revenues | 10.00% | |||
Other | ||||
Foreign revenues | 15.00% | |||
Customer 1 | ||||
Sales percentage from major customers | 66.00% | 24.00% | 53.00% | |
Customer 2 | ||||
Sales percentage from major customers | 12.00% | 19.00% | 12.00% | |
Customer 3 | ||||
Sales percentage from major customers | 16.00% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 | ||
Intangible Assets - Schedule Of Intangible Assets Details | ||||
Contract Commitments | [1] | $ 192,500 | $ 192,500 | |
Intellectual Property | 200,000 | [2] | ||
Intangible Assets | 392,500 | 192,500 | ||
Less accumulated amoritzation | (171,528) | (112,292) | ||
Intangible assets, net | $ 220,972 | $ 80,208 | ||
[1] | (a) On September 30, 2014, the Company acquired certain assets and liabilities of Tangible Payments LLC for $192,500, including a contingent earnout payment of $155,000. The Company assigned $192,500 of the purchase price to contract commitments which are amortized over a three year period. As of March 31, 2017 and June 30, 2016, the unamortized balance of contract commitments was $32,083 and $80,208, respectively. The earnout payment of $155,000 is payable on a monthly basis from the net profits derived from the acquired assets, as defined. From the date of the acquisition and up to March 31, 2017, there was no net profit derived from the acquired assets and accordingly, no payments were made on the earnout. The earnout payment is due in full at such time as the Company receives equity investments aggregating $1.3 million. | |||
[2] | (b) On February 8, 2017, the Company, through its wholly-owned subsidiary, Pacific Bell, a Delaware corporation, acquired certain intellectual property from Public Bell, Inc., a California corporation and C. Nguyen, its sole shareholder. The intellectual property is related to the development of mobile and Wi-Fi/WiMax software applications. In consideration, the Company agreed to issue 2,000,000 restricted shares of the Companys common stock valued at $200,000 to Nguyen, based on the closing price of the Companys stock on the date of the transaction. As the assets acquired do not constitute a business, the Company accounted for this as an asset acquisition. Accordingly the Company valued the acquired intellectual property at $200,000 which will be amortized over a two year period. As of March 31, 2017, the unamortized balance of the intellectual property was $188,889. In addition, the Company entered into a five-year employment agreement with Nguyen. The Company agreed to pay Nguyen a base salary of $30,000 per annum and a performance bonus equal to 25% of the Companys wholly-owned subsidiary, Public Bells annual net income, as defined, up to $3,000,000. Given the preliminary stage of development of the operations of this subsidiary and the level of uncertainty that exists related to future probability, management has assessed the likelihood of payment under this bonus as being remote. Accordingly, no contingent earnout liability was recorded when the purchase of the intellectual property assets was recorded. |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2014 | ||
Unamortized balance of contract commitments | $ 32,083 | $ 80,208 | ||||||
Amortization expense | $ 27,153 | $ 16,042 | 59,236 | $ 48,042 | ||||
Future amortization expense for intangible assets; remainder of fiscal year | 32,666 | 32,666 | ||||||
Future amortization expense for intangible assets; 2018 | 82,750 | 82,750 | ||||||
Future amortization expense for intangible assets; 2019 | 66,660 | 66,660 | ||||||
Future amortization expense for intangible assets; 2020 | 38,896 | 38,896 | ||||||
Intellectual Property | 200,000 | 200,000 | [1] | |||||
Unamortized value of intellectual property | $ 188,889 | 188,889 | ||||||
C. Nguyen | ||||||||
Base salary | $ 30,000 | |||||||
Performance bonus terms | The Company agreed to pay Nguyen a base salary of $30,000 per annum and a performance bonus equal to 25% of the Company’s wholly-owned subsidiary, Public Bell’s annual net income, as defined, up to $3,000,000. | |||||||
C. Nguyen | ||||||||
Restricted shares issued | 2,000,000 | |||||||
Restricted shares issued, value | $ 200,000 | |||||||
Tangible Payments LLC | ||||||||
Aggregate purchase price | $ 192,500 | |||||||
Earnout Payment | 155,000 | |||||||
Equity investments received | $ 1,300,000 | |||||||
Contract commitments | $ 192,500 | |||||||
[1] | (b) On February 8, 2017, the Company, through its wholly-owned subsidiary, Pacific Bell, a Delaware corporation, acquired certain intellectual property from Public Bell, Inc., a California corporation and C. Nguyen, its sole shareholder. The intellectual property is related to the development of mobile and Wi-Fi/WiMax software applications. In consideration, the Company agreed to issue 2,000,000 restricted shares of the Companys common stock valued at $200,000 to Nguyen, based on the closing price of the Companys stock on the date of the transaction. As the assets acquired do not constitute a business, the Company accounted for this as an asset acquisition. Accordingly the Company valued the acquired intellectual property at $200,000 which will be amortized over a two year period. As of March 31, 2017, the unamortized balance of the intellectual property was $188,889. In addition, the Company entered into a five-year employment agreement with Nguyen. The Company agreed to pay Nguyen a base salary of $30,000 per annum and a performance bonus equal to 25% of the Companys wholly-owned subsidiary, Public Bells annual net income, as defined, up to $3,000,000. Given the preliminary stage of development of the operations of this subsidiary and the level of uncertainty that exists related to future probability, management has assessed the likelihood of payment under this bonus as being remote. Accordingly, no contingent earnout liability was recorded when the purchase of the intellectual property assets was recorded. |
Notes Payable - Notes Payable (
Notes Payable - Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Debt Disclosure [Abstract] | ||
Convertible notes payable - in default | $ 202,750 | $ 195,655 |
Notes payable - in default | 365,838 | 352,729 |
Total Notes payable | $ 568,588 | $ 548,384 |
Notes Payable - Notes Payable R
Notes Payable - Notes Payable Related Party (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Notes Payable Related Party | $ 2,117,048 | $ 1,484,211 |
Matthews Group | ||
Convertible Notes, Related Party | 1,210,116 | 669,648 |
Notes Payable Related Party | 658,704 | 216,648 |
Other | ||
Convertible Notes, Related Party | 248,228 | 237,725 |
Former Officer | ||
Convertible Notes, Related Party | $ 360,190 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 21, 2016 | Jun. 30, 2016 | |
Interest rate | 10.00% | 10.00% | 10.00% | ||||
Beneficial conversion feature | $ 18,750 | $ 22,000 | $ 35,000 | $ 77,188 | |||
Convertible note relinquished | $ 364,686 | ||||||
Common stock returned | 500,000 | ||||||
Gain on Settlement | $ 364,686 | ||||||
Convertible Notes Payable | |||||||
Notes payable | 202,750 | 202,750 | 202,750 | $ 195,655 | |||
Recorded increase on interest | 7,095 | ||||||
Interest rate | 10.00% | ||||||
Accrued interest | 13,109 | ||||||
Convertible Notes Payable | Matthews Group | |||||||
Notes payable | $ 1,210,116 | $ 1,210,116 | $ 1,210,116 | $ 669,648 | |||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||
Conversion price | $ 0.08 | $ 0.08 | $ 0.08 | ||||
Shares issued upon conversion | 15,126,454 | 15,126,454 | 15,126,454 | ||||
Convertible Notes Payable | Other Related Parties | |||||||
Notes payable | $ 248,228 | $ 248,228 | $ 248,228 | $ 237,725 | |||
Recorded increase on interest | $ 10,503 | ||||||
Interest rate | 10.00% | 10.00% | 10.00% | 8.00% | |||
Notes in Default | $ 185,874 | $ 185,874 | $ 185,874 | ||||
Balance due on demand | $ 62,354 | $ 62,354 | $ 62,354 | ||||
Conversion price | $ 0.30 | $ 0.30 | $ 0.30 | ||||
Shares issued upon conversion | 619,581 | 619,581 | 619,581 | ||||
Convertible Notes Payable | Minimum | |||||||
Interest rate | 5.00% | 5.00% | 5.00% | ||||
Convertible Notes Payable | Maximum | |||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||
Convertible Notes Payable #1 | |||||||
Notes payable | $ 361,465 | $ 361,465 | $ 361,465 | ||||
Notes in Default | $ 166,506 | $ 166,506 | $ 166,506 | ||||
Conversion price | $ 0.30 | $ 0.30 | $ 0.30 | ||||
Shares issued upon conversion | 555,021 | 555,021 | 555,021 | ||||
Convertible Notes Payable #2 | |||||||
Notes payable | $ 352,729 | $ 352,729 | $ 352,729 | ||||
Balance due on demand | $ 36,244 | $ 36,244 | $ 36,244 | ||||
Conversion price | $ 0.08 | $ 0.08 | $ 0.08 | ||||
Shares issued upon conversion | 453,051 | 453,051 | 453,051 | ||||
Notes Payable | |||||||
Notes payable | $ 365,838 | $ 365,838 | $ 365,838 | $ 352,729 | |||
Recorded increase on interest | 8,739 | ||||||
Notes in Default | 365,838 | 365,838 | 365,838 | ||||
Notes Payable; Secured | |||||||
Notes payable | 330,555 | 330,555 | 330,555 | ||||
Notes Payable; Unsecured | |||||||
Notes payable | $ 35,283 | $ 35,283 | $ 35,283 | ||||
Notes Payable; Unsecured | Minimum | |||||||
Interest rate | 6.50% | 6.50% | 6.50% | ||||
Notes Payable; Unsecured | Maximum | |||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||
Matthews Group | |||||||
Notes payable | $ 454,407 | $ 454,407 | $ 454,407 | $ 216,648 | |||
Recorded increase on interest | $ 32,450 | ||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||
Ownership by CEO and Significant Stockholder | 50.00% | ||||||
Notes issued | $ 409,606 | ||||||
Matthews Group | Convertible Debt | |||||||
Recorded increase on interest | 42,591 | ||||||
Accrued interest | 62,968 | ||||||
Notes issued | 477,500 | ||||||
Convertible Notes Payable #2 | Other Related Parties | |||||||
Notes in Default | $ 23,505 | $ 23,505 | $ 23,505 | ||||
Conversion price | $ .10 | $ .10 | $ .10 | ||||
Shares issued upon conversion | 235,050 | 235,050 | 235,050 | ||||
Convertible Notes Payable #3 | Other Related Parties | |||||||
Notes in Default | $ 38,849 | $ 38,849 | $ 38,849 | ||||
Conversion price | $ .08 | $ .08 | $ .08 | ||||
Shares issued upon conversion | 485,613 | 485,613 | 485,613 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule Of Derivative Liabilities (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2016 | |
Conversion feature: | ||||
Risk-free interest rate | 0.07% | 1.50% | ||
Expected volatility | 99.00% | 124.00% | ||
Expected life (in years) | 1 year 2 months | 2 years 8 months | ||
Expected dividend yield | ||||
Fair Value: | ||||
Conversion feature | $ 664,000 | $ 182,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liabilities | $ 182,000 | $ 664,000 |
Stockholders Deficiency (Detail
Stockholders Deficiency (Details Narrative) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Equity [Abstract] | ||
Common stock to be issued | 2,145,000 | 145,000 |
Common stock to be issued, value | $ 212,500 | $ 12,500 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Options (Details) | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Beginning number of shares; outstanding | shares | 2,510,000 |
Beginning weighted-average exercise price; outstanding | $ .08 |
Options granted, weighted average exercise price | $ 0 |
Options Forfeited | shares | (10,000) |
Options Forfeited, weighted average exercise price | $ .08 |
Ending number of shares; outstanding | shares | 2,500,000 |
Ending weighted-average exercise price; outstanding | $ .08 |
Number of Shares; exercisable | shares | 2,500,000 |
Weighted-average exercise price; exercisable | $ .08 |
Stock Options - Additional info
Stock Options - Additional information regarding outstanding options (Details) | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Options outstanding, shares | shares | 2,500,000 |
Weighted average remaining contractual life | 2 years 9 months |
Weighted average exercise price | $ .08 |
Options excercisable | shares | 2,500,000 |
Options exercisable, weighted average exercise price | $ .08 |
Min | |
Weighted average exercise price | .08 |
Max | |
Weighted average exercise price | $ .08 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 9 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options out | shares | 2,500,000 |
Weighted average exercise price | $ / shares | $ .08 |
Intrinsic value of options | $ | $ 62,500 |
Weighted average remaining contractual life | 2 years 9 months |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($) | |
Managament fee, percent of revenue | 68,461 | 16,098 | 143,791 | 38,066 | |
Cash flow loans | $ 409,606 | $ 124,357 | $ 409,606 | $ 124,357 | |
Cash flow loans, interest | 10.00% | 10.00% | |||
Accounts payable, related party | $ 96,110 | $ 96,110 | $ 96,110 | ||
Sales and marketing expense | 50,000 | 50,000 | |||
Rental payments | 12,750 | 38,250 | |||
Matthews Group | |||||
Convertible notes loaned to Company | 477,500 | 477,500 | |||
Convertible Notes due to related party | 1,210,116 | 1,210,116 | |||
Cash flow loans | $ 658,704 | $ 658,704 | |||
Larry Johanns | |||||
Ownership of TMG | 50.00% | 50.00% | |||
Van Tran | |||||
Ownership of TMG | 50.00% | 50.00% | |||
Accounts payable, related party | $ 96,110 | $ 96,110 | $ 96,110 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 22, 2016 | Jan. 17, 2016 |
Acquired | ||
Acquired shares | 9.90% | |
Acquired shares value | $ 320,000 | |
Plans to Purchase | ||
Acquired shares | 90.10% | |
Acquired shares value | $ 2,880,000 | |
Veritec Inc | ||
Member in joint venture | 30.00% | |
Vietnam Alliance Capital | ||
Member in joint venture | 70.00% |