Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2013 | Sep. 29, 2013 | Dec. 31, 2012 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 30-Jun-13 | ||
Entity Registrant Name | Esio Water & Beverage Development Corp. | ||
Entity Central Index Key | 836937 | ||
Current Fiscal Year End Date | -24 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2013 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 18,566,636 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $2,742,069 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Current assets: | ||
Cash and cash equivalents | $280,903 | $640,458 |
Prepaid expenses | 9,375 | 2,342 |
Other assets, net | 46,146 | |
Total current assets | 290,278 | 688,946 |
Intangible assets | 347,112 | |
Total Assets | 290,278 | 1,036,058 |
Current Liabilities: | ||
Accounts payable | 2,095 | 23,955 |
Accounts payable-related party | 2,027 | |
Accrued liabilities | 5,760 | 11,012 |
Convertible notes payable, net of discount of $597,703 at June 30, 2012 | 57,297 | |
Total current liabilities | 7,855 | 94,291 |
Total Liabilities | 7,855 | 94,291 |
Commitments: | ||
Stockholders' equity (deficit): | ||
Common stock, $.005 par value 200,000,000 authorized; 18,566,636 and 15,490,016 issued and outstanding as of June 30, 2013 and 2012 | 92,833 | 77,450 |
Additional paid in capital | 14,908,054 | 13,944,172 |
Accumulated deficit prior to reentering the development stage | -11,160,829 | -11,160,829 |
Deficit accumulated in the development stage | -3,557,635 | -1,919,026 |
Total stockholders' equity (deficit) | 282,423 | 941,767 |
Total liabilities and stockholders' equity (deficit) | $290,278 | $1,036,058 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Unamortized discount on notes payable | $597,703 | |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 18,566,636 | 15,490,016 |
Common stock, shares outstanding | 18,566,636 | 15,490,016 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 65 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
Costs and Expenses | |||
General and administrative | $360,949 | $692,767 | $1,554,590 |
Directors fees | 12,000 | 338,092 | 495,092 |
Impairment expense | 532,056 | 532,056 | |
Operating loss | 905,005 | 1,030,859 | 2,581,738 |
Net loss from operations | -905,005 | -1,030,859 | -2,581,738 |
Other Income (Expense) | |||
Interest expense | -733,554 | -260,522 | -999,194 |
Interest income | 23,547 | ||
Total other income (expense) | -733,554 | -260,522 | -975,647 |
Provision for income taxes | -50 | -50 | -250 |
Net Loss | ($1,638,609) | ($1,291,431) | ($3,557,635) |
Basic and diluted loss per share | ($0.09) | ($0.10) | |
Basic and diluted weighted average common shares outstanding | 18,222,741 | 12,465,426 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit Prior to Reentering Development Stage [Member] | Deficit Accumulated Since Reentering the Development Stage on February 5, 2008 [Member] |
Balance at Jun. 30, 2007 | ($1,835,238) | $75,153 | $9,889,188 | ($11,799,579) | ||
Balance, shares at Jun. 30, 2007 | 15,030,481 | |||||
Stock based compensation | 62,347 | 62,347 | ||||
Reclassification of restricted shares to equity | 207,635 | 1,760 | 205,875 | |||
Reclassification of restricted shares to equity, shares | 351,923 | |||||
Shares surrendered in relation to Asset Sale | -842,351 | -842,351 | ||||
Shares surrendered in relation to Asset Sale, shares | -6,478,693 | |||||
Contributed capital adjustment related to Asset Sale | 2,022,904 | 2,022,904 | ||||
Sale of common stock in April 2008 Private Placement at $.10 per share, net of fees | 225,000 | 12,500 | 212,500 | |||
Sale of common stock in April 2008 Private Placement at $.10 per share, net of fees, shares | 2,500,000 | |||||
Net loss | 574,131 | 638,750 | -64,619 | |||
Balance at Jun. 30, 2008 | 414,428 | 89,413 | -842,351 | 12,392,814 | -11,160,829 | -64,619 |
Balance, shares at Jun. 30, 2008 | 17,882,404 | -6,478,693 | ||||
Stock based compensation | 60,854 | 60,854 | ||||
Shares surrendered | -64 | 64 | ||||
Shares surrendered, shares | -12,830 | |||||
Net loss | -250,984 | -250,984 | ||||
Balance at Jun. 30, 2009 | 224,298 | 89,349 | -842,351 | 12,453,732 | -11,160,829 | -315,603 |
Balance, shares at Jun. 30, 2009 | 17,869,574 | -6,478,693 | ||||
Shares issued for option exercise | 9,000 | 500 | 8,500 | |||
Shares issued for option exercise, shares | 100,000 | |||||
Correction of shares outstanding | -4 | 4 | ||||
Correction of shares outstanding, shares | -865 | |||||
Cancellation of Treasury Shares | -32,395 | 842,351 | -809,956 | |||
Cancellation of Treasury Shares, shares | -6,478,693 | 6,478,693 | ||||
Net loss | -112,730 | -112,730 | ||||
Balance at Jun. 30, 2010 | 120,568 | 57,450 | 11,652,280 | -11,160,829 | -428,333 | |
Balance, shares at Jun. 30, 2010 | 11,490,016 | |||||
Beneficial conversion feature | 30,000 | 30,000 | ||||
Net loss | -199,262 | -199,262 | ||||
Balance at Jun. 30, 2011 | -48,694 | 57,450 | 11,682,280 | -11,160,829 | -627,595 | |
Balance, shares at Jun. 30, 2011 | 11,490,016 | |||||
Stock based compensation | 223,092 | 223,092 | ||||
Conversion of notes payable to common stock | 375,000 | 20,000 | 355,000 | |||
Conversion of notes payable to common stock, shares | 4,000,000 | |||||
Forgiveness of debt-related party | 50,000 | 50,000 | ||||
Loss on settlement of debt | 525,000 | 525,000 | ||||
Discount on convertible notes payable | 809,188 | 809,188 | ||||
Deposit on Franchise agreement | 299,612 | 299,612 | ||||
Net loss | -1,291,431 | -1,291,431 | ||||
Balance at Jun. 30, 2012 | 941,767 | 77,450 | 13,944,172 | -11,160,829 | -1,919,026 | |
Balance, shares at Jun. 30, 2012 | 15,490,016 | |||||
Cash paid for the cancellation of an option | -15,000 | -15,000 | ||||
Shares issued for conversion of notes payable and accrued interest | 664,157 | 13,283 | 650,874 | |||
Shares issued for conversion of notes payable and accrued interest, shares | 2,656,620 | |||||
Warrants issued as a sweetener for early conversion | 168,177 | 168,177 | ||||
Warrants issued for services | 69,931 | 69,931 | ||||
Shares issued for cash | 130,000 | 2,600 | 127,400 | |||
Shares issued for cash, shares | 520,000 | |||||
Finders fees | -13,000 | -13,000 | ||||
Repurchase of shares issued for cash | -25,000 | -500 | -24,500 | |||
Repurchase of shares issued for cash, shares | -100,000 | |||||
Net loss | -1,638,609 | -1,638,609 | ||||
Balance at Jun. 30, 2013 | $282,423 | $92,833 | $14,908,054 | ($11,160,829) | ($3,557,635) | |
Balance, shares at Jun. 30, 2013 | 18,566,636 |
CONSOLIDATED_STATEMENT_OF_CHAN1
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (PARENTHETICAL) (USD $) | Jun. 30, 2008 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS? DEFICIT [Abstract] | |
Sale of common stock in private placement, price per share | $0.10 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 65 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
Cash flows from operating activities | |||
Net loss | ($1,638,609) | ($1,291,431) | ($3,557,635) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | |||
Stock based compensation | 152,308 | 223,092 | 463,300 |
Amortization of intangibles | 40,056 | 40,056 | |
Amortization and depreciation | 46,146 | 46,146 | |
Amortization of beneficial conversion feature | 597,703 | 237,035 | 834,738 |
Financing expense due to sweetener for conversion of debt | 85,800 | 85,800 | |
Impairment expense | 532,056 | 532,056 | |
Loss on settlement of note receivable and accrued interest | 69,750 | ||
Loss on settlement of notes payable | 525,000 | 525,000 | |
Accrued interest receivable | -14,750 | ||
Changes in Assets and Liabilities: | |||
Prepaid expenses | -7,033 | 7,550 | -22,374 |
Other assets | -46,146 | -46,146 | |
Accounts payable | -21,860 | -13,748 | 2,095 |
Accounts payable-related party | -2,027 | 52,027 | 50,000 |
Accrued liabilities | 3,905 | -4,599 | 14,917 |
Net cash used by operating activities | -211,555 | -311,220 | -977,047 |
Cash flows from investing activities | |||
Purchase of intangible asset | -225,000 | -47,500 | -272,500 |
Collection of note receivable | 145,000 | ||
Net cash provided by (used) by investing activities | -225,000 | -47,500 | -127,500 |
Cash flows from financing activities: | |||
Repayment of debt | -32,437 | -33,036 | |
Repayment of debt-related party | -34,188 | -34,188 | |
Proceeds from notes payable | 250,000 | 262,486 | |
Proceeds from convertible notes payable-related party | 154,188 | 184,188 | |
Proceeds from convertible notes payable | 655,000 | 655,000 | |
Proceeds from sale of common stock | 117,000 | 342,000 | |
Proceeds from exercise of option | 9,000 | ||
Disbursement for repurchase of common stock | -25,000 | -25,000 | |
Cash paid for the cancellation of an option | -15,000 | -15,000 | |
Net cash provided by financing activities | 77,000 | 992,563 | 1,345,450 |
Net change in cash and cash equivalents | -359,555 | 633,843 | 240,903 |
Cash and cash equivalents at beginning of year | 640,458 | 6,615 | 40,000 |
Cash and cash equivalents at end of period | 280,903 | 640,458 | 280,903 |
Supplemental Disclosures: | |||
Cash paid for income taxes | 50 | 50 | 200 |
Cash paid for interest | 11,021 | 11,528 | |
Non Cash Investing and Financing Activities | |||
Amortization of discount on note payable | 655,000 | 685,000 | |
Beneficial Conversion Feature- related party | 154,188 | 154,188 | |
Forgiveness of debt- related party | 50,000 | 50,000 | |
Repayment of notes payable through issuance of common stock | 664,157 | 375,000 | 1,039,157 |
Intangible assets acquired through issuance of warrant | $299,612 | $299,612 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Description of Business | 12 Months Ended |
Jun. 30, 2013 | |
Organization, Basis of Presentation and Description of Business [Abstract] | |
Organization, Basis of Presentation and Description of Business | Note 1 - Organization, Basis of Presentation and Description of Business |
Esio Water & Beverage Development Corp. ("the Company" or "ESWB") was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Vitrix, Inc. in October 1999, to Time America, Inc. in December 1993, then to NETtime Solutions, Inc. in January 2007. The name was changed again on February 4, 2008 to Tempco, Inc. The consolidated financial statements include the accounts of ESWB and its wholly-owned subsidiaries (collectively, "We" "Our" or the "Company"), NETtime Solutions, Inc. an Arizona corporation, and Net Edge Devices, LLC, an Arizona Limited Liability Company. All intercompany accounts and transactions have been eliminated in consolidation. The company is a Development stage Company, as defined by accounting Standards Codification 915, Development Stage Entities. | |
On April 11, 2012, the Company entered into a Regional Developer Deposit Agreement with ESIO Franchise, LLC. The Agreement gave the Company the option to purchase up to ten regional franchise areas for the sale of ESIO franchises, as well as requiring the Company to operate three franchises within the optioned areas. The Company planned to market and service ESIO's multi-serve beverage dispensing system and beverage products for use in the home and office. In connection with that agreement, the Company changed its name to Esio Water & Beverage Development Corp. in January 2013. We were unsuccessful in that endeavor. | |
The Company intends to locate and combine with an existing company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form, and continue to seeking to negotiate and consummate a combination or merger with another business. |
Going_Concern
Going Concern | 12 Months Ended |
Jun. 30, 2013 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern |
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attaining profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies | |||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include deferred income taxes and fair value of stock-based compensation. It is at least reasonably possible a material change in these estimates may occur in the near term. | ||||||||||
Beneficial Conversion Features | ||||||||||
The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized deferred financing costs are expensed in the period of retirement to interest expense. | ||||||||||
In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. | ||||||||||
Stock-Based Compensation | ||||||||||
We account for share-based awards to employees in accordance with ASC 718 "Stock Compensation". Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 "Equity", wherein such awards are expensed over the period in which the related services are rendered. | ||||||||||
Cash and Cash Equivalents | ||||||||||
Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three months or less. | ||||||||||
Concentration of Credit Risk | ||||||||||
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution. At times, such balances may be in excess of any insured limits. | ||||||||||
Deferred Financing Costs | ||||||||||
Debt financing costs are amortized over the contractual term of the underlying note payable using the effective interest method. If debt is retired prior to the end of its contractual term, the unamortized deferred financing costs are expensed in the period of the retirement to interest expense. | ||||||||||
Impairment of Long Lived Assets | ||||||||||
Impairment losses are to be recognized when the carrying amount of a long lived asset is not recoverable or exceeds its fair value. The Company evaluates its long lived assets for impairment whenever events or changes in circumstances indicate that a carrying value may not be recoverable. The Company uses estimates of future cash flows over the remaining useful life of a long lived asset or asset group to determine the recoverability of the asset. These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset group. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. During the year ended June 30, 2013, the Company recorded an impairment loss of $532,056 related to an intangible asset. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
The Company's financial instruments include cash, accounts payable and other accrued expenses and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2013 and 2012. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||||||||||
· | Level one - Quoted market prices in active markets for identical assets or liabilities; | |||||||||
· | Level two - Inputs other than level one inputs that are either directly or indirectly observable; and | |||||||||
· | Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | |||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | ||||||||||
The Company does not have any assets or liabilities measured at fair value on a recurring basis as of June 30, 2013 and 2012. | ||||||||||
Income Taxes | ||||||||||
In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | ||||||||||
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30, 2013 and 2012. | ||||||||||
Income (Loss) Per Share: | ||||||||||
Diluted income (loss) per share is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Potentially dilutive securities are options and warrants that are exercisable into common stock and convertible notes payable. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the income per share or decrease the loss per share. At June 30, 2013 and 2012, there were options and warrants outstanding to purchase 10,872,765 and 7,242,287, respectively, shares of the Company's common stock. At June 30, 2012 there were convertible notes payable, plus accrued interest that was convertible into 2,640,999 Share Units (consisting of one share and one warrant). These were converted to 2,656,620 share units during July and August 2012. At June 30, 2013 and 2012, there were no potentially dilutive securities included in the calculation as their effect was anti-dilutive. | ||||||||||
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements as follows: | ||||||||||
Loss | Shares | Per Share | ||||||||
(Numerator) | (Denominator) | Amount | ||||||||
Basic and diluted loss per share | ||||||||||
For the year ended June 30, 2013 | $ | (1,638,609 | ) | 18,222,741 | $ | (0.09 | ) | |||
For the year ended June 30, 2012 | $ | (1,291,431 | ) | 12,465,426 | $ | (0.10 | ) | |||
Recent Accounting Pronouncements | ||||||||||
The Company has implemented all new relevant accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2013 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 4 - Intangible Assets |
On August 14, 2012 the Company executed the Regional Developer Agreement (the "RDA") and three franchise agreements (the "FA") with ESIO Franchising, LLC ("EFC") for the Dallas/Fort Worth region of Texas (the "Territory") and three franchises therein. The Company paid $225,000 cash to EFC and issued a warrant valued at $299,612 in the year ended June 30, 2012 toward the purchase of the RDA and FA and $25,000 towards legal fees associated with the agreements. The agreements have a ten year term with an option to renew for two additional ten year periods. | |
On November 1, 2012 we entered into the Second Amendment to Regional Development Deposit Agreement with ESIO Franchising, LLC which delayed the dates which we must purchase our second and subsequent regional developer areas from EFC for an additional three months from November 1, 2012. The expiration dates for the five regional areas commenced on February 1, 2013 with the next region option expiring every 3 months thereafter through December 1, 2013. We paid $25,000 to EFC for this region option extension, of which $22,500 was to be credited against the purchase price of a region we acquired from EFC, and the balance of $2,500 related to legal fees for the agreement. In addition, we had an option to purchase Regional Development Franchises in the following Optioned Areas in the State of California: San Francisco, CA -Bay Area and Eureka; Sacramento, CA and Chico, Reno, Nevada; Orange County, CA; San Diego and Imperial, California; and Northwest Los Angeles, CA - Ventura to San Luis Obispo. The option period for each of the optioned areas in the State of California commenced on June 25, 2012, with the effective registration of the 2012 Franchise Disclosure Document with the state of California ("the Registration Date") and expires June 25, 2013. | |
On February 25, 2013, we were notified that Esio Holding Company, LLC and Esio Franchising, LLC a subsidiary of EHC, filed a Chapter 11 petition in U.S. Bankruptcy Court, District of Arizona (Phoenix), on February 22, 2013. | |
Through the period ended March 31, 2013, the Company had recorded amortization expense in the amount of $40,056 in relation to the license agreements. | |
Additionally, at that time, due to the bankruptcy proceeding, the company evaluated the carrying value of the license agreement and had determined that the undiscounted future cash flows are insufficient to recover the carrying value of the license agreement and therefore recorded and impairment loss in the amount of $532,056. |
Notes_Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2013 | |
Notes Payable [Abstract] | |
Notes Payable | Note 5 - Notes Payable |
On February 15, 2012, the Company entered into a note payable with an accredited investor in the amount of $250,000. The note had an original due of April 15, 2012. The note holder and the Company agreed to extend the term of the note through July 15, 2012, and modified the terms of the note to allow for conversion of the note payable into Share Units at the rate of four units per dollar of principal. In addition, as consideration for the extension, the Company issued the note holder a warrant to purchase 1,000,000 shares at $0.75 At the time of the modification, the Company recorded a discount on the note in the amount of $250,000 which arose due to the issuance of the warrant. In June 2012, the Company repaid $25,000 to the note holder. In addition, the note holder converted the remainder of the $225,000 note to 1,000,000 Share Units valued at $250,000; the Company recorded a loss of settlement of debt of $25,000. | |
During the year ended June 30, 2012, in relation to the aforementioned transactions, the Company has recorded a loss on the extinguishment of the note in the amount of $275,000. As of the date of conversion, the Company had unamortized debt financing costs in the amount of $250,000 which also was recorded to loss on settlement of debt at the time of the conversion. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2013 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 6 - Convertible Notes Payable |
During the year ended June 30, 2012, the Company received proceeds of $655,000 from convertible notes payable. The notes bore interest at the rate of 6% per annum and were convertible into Share Units (consisting of one common share and a warrant to purchase an additional common share at the price of $.75) at the rate of four units per dollar converted and were convertible at any time at the holders' option. The notes were due one year from the date of issuance, and were due between April and June 2013. | |
At issuance the Company determined the notes should be discounted by the full $655,000 due to finder fees, warrants and beneficial conversion feature. At June 30, 2012, the unamortized discount on the convertible notes payable was $597,703. The discount was being amortized over the term of the notes. | |
At June 30, 2012 the "if converted value" of the notes did not exceed the principal value, and the notes plus accrued interest could be converted into 2,640,999 Share Units. | |
The effective interest rate on the convertible notes ranged between 282% and 379% and during the year ended June 30, 2012, the Company recognized interest expense in the amount of $5,612 in addition to amortization of the discount in the amount of $57,297. | |
The Company also paid finder's fees in relation to the aforementioned convertible notes payable, and accordingly, recorded Debt Issue Costs in the amount of $53,000. The debt issue costs were being amortized to interest expense over the term of the notes. Included in interest expense at June 30, 2012 is $6,854 related to the amortization of the debt issue costs. At June 30, 2012, the unamortized balance of $46,146 is classified in other current assets. During the year ended June 30, 2013, the remaining balance of $46,146 was amortized to interest expense. | |
During July 2012, the convertible note holders were given the option to convert their notes to share units. Between July 31, 2012 and August 14, 2012, the Company issued 2,656,620 shares of its common stock along with warrants to purchase 2,656,620 shares of its common stock at an exercise price of $.75 for the conversion of $655,000 of convertible notes payable and interest accrued through the date of conversion of $9,157. In relation to the conversion of the notes, the Company also issued warrants to purchase an additional 241,358 shares at $.75 to finders. The shares were issued to 16 accredited investors and are exempt from registration pursuant to SEC Regulation D. As consideration for the conversion of the notes, the Company issued the note holders a warrant to purchase 12,500 shares of common stock at $.75 for each $25,000 of principal converted, resulting in the issuance warrants to purchase 375,000 shares of common stock. For the year ended June 30, 2013, included in interest expense is $85,800 related to the sweetener for the conversion from notes to common stock. |
Convertible_Notes_PayableRelat
Convertible Notes Payable-Related Party | 12 Months Ended |
Jun. 30, 2013 | |
Convertible Notes Payable-Related Party [Abstract] | |
Convertible Notes Payable-Related Party | Note 7 - Convertible Notes Payable-Related Party |
During the year ended June 30, 2012 the Company received proceeds from Convertible Notes Payable-Related Party in amount of $154,188. The notes bore interest at the rate of 6% per annum. The note and any accrued interest were convertible at any time, at the discretion of the holder, to shares of our common stock at a rate of $0.05 per share. Based on our share price at the time the note agreements were entered into, we recognized a beneficial conversion feature of $184,188 for these convertible notes. Included in interest expense at June 30, 2012 is $179,438, related to the notes. On March 10, 2012, the note holder elected to convert $150,000 of the notes into 3 million shares of common stock. The remaining balance on the notes plus accrued interest of $40,328 was repaid in cash on May 28, 2012. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Income Taxes [Abstract] | ||||||||
Income Taxes | Note 8 - Income Taxes | |||||||
As of June 30, 2013 and 2012 deferred tax assets consist of the following: | ||||||||
2013 | 2012 | |||||||
Federal loss carryforwards | $ | 3,228,106 | $ | 2,933,248 | ||||
State loss carryforwards | 131,686 | 64,290 | ||||||
Other | - | - | ||||||
3,359,792 | 2,997,538 | |||||||
Less: valuation allowances | (3,359,792 | ) | (2,997,538 | ) | ||||
$ | - | $ | - | |||||
The Company has established a valuation allowance equal to the full amount of the deferred tax assets primarily because of uncertainty in the utilization of net operating loss carryforwards. | ||||||||
As a result of stock ownership changes, the Company's ability to utilize net operating losses in the future could be limited, in whole or part, under Internal Revenue Code. As of June 30, 2013 the Company's federal and state net operating loss carryforwards were $9,223,160 and $1,537,176, respectively, and expire through 2033. | ||||||||
The Company's tax expense differed from the statutory rate primarily due to the change in the deferred tax asset valuation allowance. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||||||
Stockholders' Equity | Note 9 - Stockholders' Equity | ||||||||||||||||||||
At June 30, 2013 and 2012 the Company has 200,000,000 shares of Common Stock with a par value of $.005 authorized. At June 30, 2013 and 2012, there were 18,566,636 and 15,490,016 shares are issued and outstanding, respectively. There are also authorized 10,000,000 shares of preferred stock, par value $.01, none of which are issued and outstanding. | |||||||||||||||||||||
Between July 31, 2012 and August 14, 2012, the Company issued 2,656,620 shares of its common stock along with warrants to purchase 2,656,620 shares of its common stock at an exercise price of $.75 for the conversion of $655,000 of convertible notes payable and accrued interest of $9,157. As consideration for the conversion of the notes, the Company issued the note holders a warrant to purchase 12,500 shares of common stock at $.75 for each $25,000 of principal converted resulting in the issuance of 327,500 additional warrants. Included as interest expense at June 30, 2013 is $85,800 related to the additional warrants issued to the note holders for the early conversion of their notes as well as $597,703 of interest related to the discount on the notes payable and $46,146 of deferred financing costs. In relation to the conversion of the notes, the Company also issued warrants to purchase an additional 241,358 shares at $.75 to finders. | |||||||||||||||||||||
During the year ended June 30, 2013 we have received proceeds of $130,000 from the sale of 520,000 Units in a private placement. The Units consist of one share and a warrant to purchase an additional share at $.75. In connection with the private placements we paid finders' fees of $13,000. In May 2013, the Company refunded one of the investors $25,000 and cancelled the 100,000 shares units issued. | |||||||||||||||||||||
In August 2012, the Company paid $15,000 for the cancellation of an option to purchase 300,000 shares of common stock. The options had an exercise price of $.09 per share. | |||||||||||||||||||||
On September 17, 2012, the Company authorized the issuance of 1 million warrants to a third party for consulting services. The warrants vest 250,000 at issuance and 250,000 warrants every three months thereafter. The agreement was terminated in April 2013. The Company has recorded stock compensation expense in relation to the 750,000 warrants issued prior to the termination of the agreement in the amount of $152,308. | |||||||||||||||||||||
Stock Options: | |||||||||||||||||||||
On July 13, 1999, the Board of Directors authorized the 1999 Equity Compensation Plan. The plan allows for the award of incentive stock options, non-statutory stock options or restricted stock awards to certain employees, directors, consultants and independent contractors. The Company has reserved an aggregate of 600,000 shares of common stock for distribution under the plan. Incentive stock options granted under the plan may be granted to employees only, and may not have an exercise price less than the fair market value of the common stock on the date of grant. Options may be exercised on a one-for-one basis, with a maximum term of ten years from the date of grant. Incentive stock options granted to employees generally vest annually over a four year period. | |||||||||||||||||||||
The fair value of option grants is estimated as of the date of grant utilizing the Black-Scholes option-pricing model. The assumptions used at that the time of the most recent issuances were as follows: | |||||||||||||||||||||
Year Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2012 | |||||||||||||||||||||
Expected volatility | 328% | ||||||||||||||||||||
Risk-free interest rate | 2% | ||||||||||||||||||||
Expected dividends | 0% | ||||||||||||||||||||
Expected lives (in years) | 3 | ||||||||||||||||||||
The weighted average fair value at date of grant for options granted during the year ended June 30, 2012 was $.25. There were no options issued during the year ended June 30, 2013. | |||||||||||||||||||||
A summary of the activity of options under the plan and non-statutory options granted outside the plan follows: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Number of | Average | ||||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||||
Outstanding at June 30, 2011 | 2,507,287 | 0.29 | |||||||||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Expired | (60,000 | ) | 0.3 | ||||||||||||||||||
Forfeited | - | - | |||||||||||||||||||
Outstanding at June 30, 2012 | 3,197,287 | 0.28 | |||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Expired | (480,000 | ) | 0.25 | ||||||||||||||||||
Forfeited | - | - | |||||||||||||||||||
Outstanding at June 30, 2013 | 2,717,287 | $ | 0.29 | ||||||||||||||||||
Additional information about outstanding options to purchase the Company's common stock as of June 30, 2013 is as follows: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Average | Weighted | Average | Weighted | ||||||||||||||||||
Number | Remaining | Average | Aggregate | Remaining | Average | Aggregate | |||||||||||||||
Exercise | of | Contractual | Exercise | Intrinsic | Number of | Contractual | Exercise | Intrinsic | |||||||||||||
Price | Shares | Life (Years) | Price | Value | Shares | Life (Years) | Price | Value | |||||||||||||
$0.91-$0.75 | 394,520 | 0.56 | $ | 0.81 | $ | - | 394,520 | 0.56 | $ | 0.81 | $ | - | |||||||||
$0.51-$0.43 | 320,000 | 2.5 | $ | 0.47 | $ | - | 320,000 | 2.5 | $ | 0.47 | $ | - | |||||||||
$0.16-$0.13 | 152,767 | 4.04 | $ | 0.15 | $ | - | 152,767 | 4.04 | $ | 0.15 | $ | - | |||||||||
$0.25 | 750,000 | 3.03 | $ | 0.25 | $ | - | 750,000 | 3.03 | $ | 0.25 | $ | - | |||||||||
$0.09 | 1,100,000 | 2.66 | $ | 0.09 | $ | - | 1,100,000 | 2.66 | $ | 0.09 | $ | - | |||||||||
2,717,287 | 2,717,287 | ||||||||||||||||||||
The Company recognized stock based compensation expense of $223,092 during the year ended June 30, 2012 in relation to 750,000 options issued outside of the plan for options issued to three directors of the Company. The options were granted to directors on July 11, 2011 exercisable at $0.25 for 5 years. | |||||||||||||||||||||
Non-Employee Stock Options and Warrants: | |||||||||||||||||||||
As of June 30, 2013 the Company has warrants outstanding that were issued primarily in connections with financing arrangements and consulting services. Activity relative to these warrants for the year ended June 30, 2013 is as follows: | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Number of | Average | ||||||||||||||||||||
Shares | Exercise Price | ||||||||||||||||||||
Warrants outstanding - June 30, 2011 | 600,000 | 0.46 | |||||||||||||||||||
Granted | 3,655,000 | 0.75 | |||||||||||||||||||
Expired | (210,000 | ) | 0.73 | ||||||||||||||||||
Warrants outstanding - June 30, 2012 | 4,045,000 | $ | 0.71 | ||||||||||||||||||
Granted | 4,625,478 | 0.75 | |||||||||||||||||||
Expired | (515,000 | ) | 0.41 | ||||||||||||||||||
Warrants outstanding - June 30, 2013 | 8,155,478 | $ | 0.75 | ||||||||||||||||||
All the warrants outstanding as of June 30, 2013 are exercisable. |
Commitments
Commitments | 12 Months Ended |
Jun. 30, 2013 | |
Commitments [Abstract] | |
Commitments | Note 10 - Commitments |
The Company leases office space on a month to month basis at the rate of $300 per month. Included in general and administrative expense at June 30, 2013 is $3,000 for rent expense. There was no rent expense recorded for the year ended June 30, 2012 as the Company received office space from a Director at no charge during that period. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include deferred income taxes and fair value of stock-based compensation. It is at least reasonably possible a material change in these estimates may occur in the near term. | ||||||||||
Beneficial Conversion Features | Beneficial Conversion Features | |||||||||
The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized deferred financing costs are expensed in the period of retirement to interest expense. | ||||||||||
In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. | ||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||
We account for share-based awards to employees in accordance with ASC 718 "Stock Compensation". Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 "Equity", wherein such awards are expensed over the period in which the related services are rendered. | ||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three months or less. | ||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||||
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution. At times, such balances may be in excess of any insured limits. | ||||||||||
Deferred Financing Costs | Deferred Financing Costs | |||||||||
Debt financing costs are amortized over the contractual term of the underlying note payable using the effective interest method. If debt is retired prior to the end of its contractual term, the unamortized deferred financing costs are expensed in the period of the retirement to interest expense. | ||||||||||
Impairment of Long Lived Assets | Impairment of Long Lived Assets | |||||||||
Impairment losses are to be recognized when the carrying amount of a long lived asset is not recoverable or exceeds its fair value. The Company evaluates its long lived assets for impairment whenever events or changes in circumstances indicate that a carrying value may not be recoverable. The Company uses estimates of future cash flows over the remaining useful life of a long lived asset or asset group to determine the recoverability of the asset. These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset group. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. During the year ended June 30, 2013, the Company recorded an impairment loss of $532,056 related to an intangible asset. | ||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||
The Company's financial instruments include cash, accounts payable and other accrued expenses and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2013 and 2012. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||||||||||
· | Level one - Quoted market prices in active markets for identical assets or liabilities; | |||||||||
· | Level two - Inputs other than level one inputs that are either directly or indirectly observable; and | |||||||||
· | Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | |||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. | ||||||||||
The Company does not have any assets or liabilities measured at fair value on a recurring basis as of June 30, 2013 and 2012. | ||||||||||
Income Taxes | Income Taxes | |||||||||
In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | ||||||||||
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30, 2013 and 2012. | ||||||||||
Income (Loss) Per Share: | Income (Loss) Per Share: | |||||||||
Diluted income (loss) per share is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Potentially dilutive securities are options and warrants that are exercisable into common stock and convertible notes payable. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the income per share or decrease the loss per share. At June 30, 2013 and 2012, there were options and warrants outstanding to purchase 10,872,765 and 7,242,287, respectively, shares of the Company's common stock. At June 30, 2012 there were convertible notes payable, plus accrued interest that was convertible into 2,640,999 Share Units (consisting of one share and one warrant). These were converted to 2,656,620 share units during July and August 2012. At June 30, 2013 and 2012, there were no potentially dilutive securities included in the calculation as their effect was anti-dilutive. | ||||||||||
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements as follows: | ||||||||||
Loss | Shares | Per Share | ||||||||
(Numerator) | (Denominator) | Amount | ||||||||
Basic and diluted loss per share | ||||||||||
For the year ended June 30, 2013 | $ | (1,638,609 | ) | 18,222,741 | $ | (0.09 | ) | |||
For the year ended June 30, 2012 | $ | (1,291,431 | ) | 12,465,426 | $ | (0.10 | ) | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||
The Company has implemented all new relevant accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||
Schedule Computation of Earnings Per Share | The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements as follows: | |||||||||
Loss | Shares | Per Share | ||||||||
(Numerator) | (Denominator) | Amount | ||||||||
Basic and diluted loss per share | ||||||||||
For the year ended June 30, 2013 | $ | (1,638,609 | ) | 18,222,741 | $ | (0.09 | ) | |||
For the year ended June 30, 2012 | $ | (1,291,431 | ) | 12,465,426 | $ | (0.10 | ) |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Income Taxes [Abstract] | ||||||||
Schedule of Deferred Tax Assets | As of June 30, 2013 and 2012 deferred tax assets consist of the following: | |||||||
2013 | 2012 | |||||||
Federal loss carryforwards | $ | 3,228,106 | $ | 2,933,248 | ||||
State loss carryforwards | 131,686 | 64,290 | ||||||
Other | - | - | ||||||
3,359,792 | 2,997,538 | |||||||
Less: valuation allowances | (3,359,792 | ) | (2,997,538 | ) | ||||
$ | - | $ | - |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||||||
Schedule of Fair Value of Option Grants | The fair value of option grants is estimated as of the date of grant utilizing the Black-Scholes option-pricing model. The assumptions used at that the time of the most recent issuances were as follows: | ||||||||||||||||||||
Year Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2012 | |||||||||||||||||||||
Expected volatility | 328% | ||||||||||||||||||||
Risk-free interest rate | 2% | ||||||||||||||||||||
Expected dividends | 0% | ||||||||||||||||||||
Expected lives (in years) | 3 | ||||||||||||||||||||
Schedule of Summary of the Activity of Options | A summary of the activity of options under the plan and non-statutory options granted outside the plan follows: | ||||||||||||||||||||
Weighted | |||||||||||||||||||||
Number of | Average | ||||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||||
Outstanding at June 30, 2011 | 2,507,287 | 0.29 | |||||||||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Expired | (60,000 | ) | 0.3 | ||||||||||||||||||
Forfeited | - | - | |||||||||||||||||||
Outstanding at June 30, 2012 | 3,197,287 | 0.28 | |||||||||||||||||||
Granted | - | - | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||
Expired | (480,000 | ) | 0.25 | ||||||||||||||||||
Forfeited | - | - | |||||||||||||||||||
Outstanding at June 30, 2013 | 2,717,287 | $ | 0.29 | ||||||||||||||||||
Schedule of Options Outstanding and Exercisable, by Exercise Price Range | Additional information about outstanding options to purchase the Company's common stock as of June 30, 2013 is as follows: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Average | Weighted | Average | Weighted | ||||||||||||||||||
Number | Remaining | Average | Aggregate | Remaining | Average | Aggregate | |||||||||||||||
Exercise | of | Contractual | Exercise | Intrinsic | Number of | Contractual | Exercise | Intrinsic | |||||||||||||
Price | Shares | Life (Years) | Price | Value | Shares | Life (Years) | Price | Value | |||||||||||||
$0.91-$0.75 | 394,520 | 0.56 | $ | 0.81 | $ | - | 394,520 | 0.56 | $ | 0.81 | $ | - | |||||||||
$0.51-$0.43 | 320,000 | 2.5 | $ | 0.47 | $ | - | 320,000 | 2.5 | $ | 0.47 | $ | - | |||||||||
$0.16-$0.13 | 152,767 | 4.04 | $ | 0.15 | $ | - | 152,767 | 4.04 | $ | 0.15 | $ | - | |||||||||
$0.25 | 750,000 | 3.03 | $ | 0.25 | $ | - | 750,000 | 3.03 | $ | 0.25 | $ | - | |||||||||
$0.09 | 1,100,000 | 2.66 | $ | 0.09 | $ | - | 1,100,000 | 2.66 | $ | 0.09 | $ | - | |||||||||
2,717,287 | 2,717,287 | ||||||||||||||||||||
Schedule of Summary of Warrants Outstanding | As of June 30, 2013 the Company has warrants outstanding that were issued primarily in connections with financing arrangements and consulting services. Activity relative to these warrants for the year ended June 30, 2013 is as follows: | ||||||||||||||||||||
Weighted | |||||||||||||||||||||
Number of | Average | ||||||||||||||||||||
Shares | Exercise Price | ||||||||||||||||||||
Warrants outstanding - June 30, 2011 | 600,000 | 0.46 | |||||||||||||||||||
Granted | 3,655,000 | 0.75 | |||||||||||||||||||
Expired | (210,000 | ) | 0.73 | ||||||||||||||||||
Warrants outstanding - June 30, 2012 | 4,045,000 | $ | 0.71 | ||||||||||||||||||
Granted | 4,625,478 | 0.75 | |||||||||||||||||||
Expired | (515,000 | ) | 0.41 | ||||||||||||||||||
Warrants outstanding - June 30, 2013 | 8,155,478 | $ | 0.75 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 2 Months Ended | 12 Months Ended | 65 Months Ended | |||||
Aug. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | Jun. 30, 2010 | Jun. 30, 2009 | Jun. 30, 2008 | Jun. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ||||||||
Impairment of intangibles | $532,056 | $532,056 | ||||||
Conversion Shares Units, if converted scenario, number | 2,640,999 | |||||||
Conversion of notes payable to common stock, shares | 2,656,620 | |||||||
Options and warrants outstanding | 10,872,765 | 7,242,287 | 10,872,765 | |||||
Loss (Numerator) | ($1,638,609) | ($1,291,431) | ($199,262) | ($112,730) | ($250,984) | $574,131 | ($3,557,635) | |
Shares (Denominator) | 18,222,741 | 12,465,426 | ||||||
Per Share Amount | ($0.09) | ($0.10) |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | 65 Months Ended | 0 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Aug. 14, 2012 | Nov. 01, 2012 | |
Regional Developer Agreement and Three Franchise Agreements [Member] | Second Amendment Regional Development Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | |||||
Number of agreements | 3 | ||||
License agreement term, initial | 10 years | ||||
Number of additional license agreement renewals | 2 | ||||
License agreement term, additional renewals | 10 years | ||||
Number of regions | 5 | ||||
Extension period to purchase regional developer areas | 3 months | ||||
Term for option extension period | 3 months | ||||
Payment for extension of purchase option | $25,000 | ||||
Amount credited to purchase price upon exercise of option | 22,500 | ||||
Legal fees | 25,000 | 2,500 | |||
Amortization of intangibles | 40,056 | 40,056 | |||
Impairment of intangibles | 532,056 | 532,056 | |||
Intangible assets acquired through issuance of warrant | 299,612 | 299,612 | 229,612 | ||
Payments to Acquire Intangible Assets | $225,000 | $47,500 | $272,500 | $225,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 12 Months Ended | 65 Months Ended | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Aug. 14, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Feb. 15, 2012 | |
Accredited Investor | Accredited Investor | Accredited Investor | |||||
Debt Instrument [Line Items] | |||||||
Debt issued | $250,000 | ||||||
Number of shares eligible for purchase with warrants | 2,656,620 | 1,000,000 | |||||
Warrants, exercise price | 0.75 | 0.75 | |||||
Unamortized discount on notes payable | 597,703 | 250,000 | |||||
Repayments of notes payable | 25,000 | ||||||
Debt converted, amount | 664,157 | 375,000 | 1,039,157 | 225,000 | |||
Debt conversion, shares issued | 1,000,000 | ||||||
Value of stock issued for repayment of notes payable | 250,000 | ||||||
Loss on settlement of notes payable | 525,000 | 525,000 | 25,000 | 275,000 | |||
Unamortized debt financing costs | $250,000 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 12 Months Ended | 65 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Aug. 14, 2012 | Aug. 14, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Aug. 14, 2012 | Aug. 14, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | |
Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | |||||
Finders [Member] | Conversion Consideration To Convertible Note Holders [Member] | Conversion Consideration To Convertible Note Holders [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||||||
Proceeds from convertible notes payable | $655,000 | $655,000 | $655,000 | |||||||||
Debt issued | 655,000 | |||||||||||
Debt, interest rate | 6.00% | |||||||||||
Convertible note, conversion price | $0.75 | |||||||||||
Unamortized discount on notes payable | 597,703 | |||||||||||
Amortization of discount on note payable | 655,000 | 685,000 | 57,297 | |||||||||
Interest accrued | 9,157 | |||||||||||
Interest expense | 733,554 | 260,522 | 999,194 | 46,146 | 5,612 | 85,800 | ||||||
Effective interest rate | 282.00% | 379.00% | ||||||||||
Debt issuance cost | 53,000 | |||||||||||
Unamortized debt issuance costs | 46,146 | |||||||||||
Debt issuance, interest expense | 6,854 | |||||||||||
Debt converted, amount | $664,157 | $375,000 | $1,039,157 | $655,000 | $25,000 | |||||||
Shares issued from conversion of convertible note | 2,656,620 | |||||||||||
Number of shares eligible for purchase with warrants | 2,656,620 | 2,983,989 | 241,358 | 12,500 | ||||||||
Possible share issued upon conversion of note | 2,640,999 | |||||||||||
Warrants, exercise price | 0.75 | 0.75 | 0.75 | 0.75 | ||||||||
Total number of shares eligible for purchase with warrants | 375,000 |
Convertible_Notes_PayableRelat1
Convertible Notes Payable-Related Party (Details) (USD $) | 12 Months Ended | 65 Months Ended | 1 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | 31-May-12 | Mar. 31, 2012 | |
Convertible notes payable related party | Convertible notes payable related party | Convertible notes payable related party | ||||
Debt Instrument [Line Items] | ||||||
Proceeds from convertible notes payable-related party | $154,188 | $184,188 | $154,188 | |||
Debt, interest rate | 6.00% | |||||
Convertible note, conversion price | $0.05 | |||||
Debt issuance, interest expense | 179,438 | |||||
Shares issued for conversion of debt | 150,000 | |||||
Debt conversion, shares issued | 3,000,000 | |||||
Repayment of related party note plus interest | $34,188 | $34,188 | $40,328 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 |
Maximum [Member] | Federal [Member] | State [Member] | |||
Income Taxes [Abstract] | |||||
Federal loss carryforwards | $3,228,106 | $2,933,248 | |||
State loss carryforwards | 131,686 | 64,290 | |||
Other | |||||
Deferred tax assets, gross, total | 3,359,792 | 2,997,538 | |||
Less: valuation allowances | -3,359,792 | -2,997,538 | |||
Deferred tax assets, net, total | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $9,223,160 | $1,537,176 | |||
Operating loss carry-forward expiration date | 31-Dec-33 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 65 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Sep. 17, 2012 | Aug. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Aug. 14, 2012 | Aug. 14, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Aug. 14, 2012 | Aug. 14, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | |
Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Private Placement [Member] | |||||||
Finders [Member] | Conversion Consideration To Convertible Note Holders [Member] | Conversion Consideration To Convertible Note Holders [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Debt conversion, shares issued | 2,656,620 | ||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | ||||||||||
Common stock, shares issued | 18,566,636 | 15,490,016 | 18,566,636 | ||||||||||
Common stock, shares outstanding | 18,566,636 | 15,490,016 | 18,566,636 | ||||||||||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred Stock, par value | $0.01 | $0.01 | $0.01 | ||||||||||
Preferred Stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Number of shares eligible for purchase with warrants | 2,656,620 | 2,983,989 | 241,358 | 12,500 | |||||||||
Total number of shares eligible for purchase with warrants | 375,000 | ||||||||||||
Warrants, exercise price | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | ||||||||
Debt converted, amount | $664,157 | $375,000 | $1,039,157 | $655,000 | $25,000 | ||||||||
Interest expense | 733,554 | 260,522 | 999,194 | 46,146 | 5,612 | 85,800 | |||||||
Interest accrued | 9,157 | ||||||||||||
Amortization of discount on note payable | 655,000 | 685,000 | 57,297 | ||||||||||
Unamortized discount on notes payable | 597,703 | ||||||||||||
Interest expense, additional warrants issued | 6,854 | ||||||||||||
Proceeds from issuance of private placement | 130,000 | ||||||||||||
Number of Units issued in private placement | 520,000 | ||||||||||||
Number of shares corresponding to each unit | 1 | ||||||||||||
Number of shares each warrant may purchase | 1 | ||||||||||||
Private placements, finders' fees | 13,000 | ||||||||||||
Disbursement for cancellation of an option | 15,000 | 15,000 | 15,000 | 25,000 | |||||||||
Number of options cancelled | 300,000 | 100,000 | |||||||||||
Options exercise price | $0.09 | ||||||||||||
Number of warrants authorized for issuance | 1,000,000 | ||||||||||||
Number of warrants vested upon issuance | 250,000 | ||||||||||||
Number of warrants vesting each period | 250,000 | ||||||||||||
Number of vested warrants | 750,000 | ||||||||||||
Stock based compensation | $152,308 | $152,308 | $223,092 | $463,300 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Fair Value Assumptions) (Details) (USD $) | 12 Months Ended |
Jun. 30, 2012 | |
Stockholders' Equity [Abstract] | |
Equity Incentive Plan, shares reserved | 600,000 |
Weighted average fair value of options granted during the year | $0.25 |
Term | 10 years |
Vesting period | 4 years |
Expected volatility | 328.00% |
Risk-free interest rate | 2.00% |
Expected dividends | 0.00% |
Expected life (in years) | 3 years |
Recovered_Sheet1
Stockholders' Equity (Schedule of Options and Warrant Activity) (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||
Jun. 30, 2012 | Jun. 30, 2013 | Aug. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
Non-Employee Stock Options and Warrants [Member] | Non-Employee Stock Options and Warrants [Member] | Stock options and non-statutory options [Member] | Stock options and non-statutory options [Member] | ||||
Number of Shares | |||||||
Outstanding beginning | 10,872,765 | 4,045,000 | 600,000 | 3,197,287 | 2,507,287 | ||
Granted | 4,625,478 | 3,655,000 | 750,000 | ||||
Exercised | |||||||
Expired | -515,000 | -210,000 | -480,000 | -60,000 | |||
Forfeited | |||||||
Outstanding ending | 7,242,287 | 10,872,765 | 8,155,478 | 4,045,000 | 2,717,287 | 3,197,287 | |
Weighted Average Exercise Price | |||||||
Outstanding beginning | $0.09 | $0.71 | $0.46 | $0.28 | $0.29 | ||
Granted | $0.25 | $0.75 | $0.75 | $0.25 | |||
Exercised | |||||||
Expired | $0.41 | $0.73 | $0.25 | $0.30 | |||
Forfeited | |||||||
Outstanding ending | $0.09 | $0.75 | $0.71 | $0.29 | $0.28 |
Stockholders_Equity_Summary_of
Stockholders' Equity (Summary of Options Outstanding and Exercisable by Price Range) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 65 Months Ended | |
Sep. 17, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number Outstanding | 2,717,287 | 2,717,287 | ||
Number Exercisable | 2,717,287 | 2,717,287 | ||
Share-based Compensation | $152,308 | $152,308 | $223,092 | $463,300 |
Term | 10 years | |||
Stock Options [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation | $223,092 | |||
Common stock issued, shares | 750,000 | |||
Granted, exercise price | $0.25 | |||
Term | 5 years | |||
Exercise Range One [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of exercise price, lower limit | $0.75 | |||
Range of exercise price, upper limit | $0.91 | |||
Number Outstanding | 394,520 | 394,520 | ||
Weighted Average Remaining Contractual Life, Outstanding | 6 months 22 days | |||
Weighted Average Exercise Price, Outstanding | $0.81 | $0.81 | ||
Number Exercisable | 394,520 | 394,520 | ||
Weighted Average Exercise Price, Exercisable | $0.81 | $0.81 | ||
Weighted Average Remaining Contractual Life, Exercisable | 6 months 22 days | |||
Exercise Range Two [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of exercise price, lower limit | $0.43 | |||
Range of exercise price, upper limit | $0.51 | |||
Number Outstanding | 320,000 | 320,000 | ||
Weighted Average Remaining Contractual Life, Outstanding | 2 years 6 months | |||
Weighted Average Exercise Price, Outstanding | $0.47 | $0.47 | ||
Number Exercisable | 320,000 | 320,000 | ||
Weighted Average Exercise Price, Exercisable | $0.47 | $0.47 | ||
Weighted Average Remaining Contractual Life, Exercisable | 2 years 6 months | |||
Exercise Range Three [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of exercise price, lower limit | $0.13 | |||
Range of exercise price, upper limit | $0.16 | |||
Number Outstanding | 152,767 | 152,767 | ||
Weighted Average Remaining Contractual Life, Outstanding | 4 years 15 days | |||
Weighted Average Exercise Price, Outstanding | $0.15 | $0.15 | ||
Number Exercisable | 152,767 | 152,767 | ||
Weighted Average Exercise Price, Exercisable | $0.15 | $0.15 | ||
Weighted Average Remaining Contractual Life, Exercisable | 4 years 15 days | |||
Exercise Range Four [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of exercise price, lower limit | $0.25 | |||
Number Outstanding | 750,000 | 750,000 | ||
Weighted Average Remaining Contractual Life, Outstanding | 3 years 11 days | |||
Weighted Average Exercise Price, Outstanding | $0.25 | $0.25 | ||
Number Exercisable | 750,000 | 750,000 | ||
Weighted Average Exercise Price, Exercisable | $0.25 | $0.25 | ||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 11 days | |||
Exercise Range Five [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Range of exercise price, lower limit | $0.09 | |||
Number Outstanding | 1,100,000 | 1,100,000 | ||
Weighted Average Remaining Contractual Life, Outstanding | 2 years 7 months 28 days | |||
Weighted Average Exercise Price, Outstanding | $0.09 | $0.09 | ||
Number Exercisable | 1,100,000 | 1,100,000 | ||
Weighted Average Exercise Price, Exercisable | $0.09 | $0.09 | ||
Weighted Average Remaining Contractual Life, Exercisable | 2 years 7 months 28 days |
Commitments_Details
Commitments (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Commitments [Abstract] | ||
Monthly lease payment amount | $300 | |
Lease expense | $3,000 |