Acquisition Activity

9 Months Ended

Mar. 31, 2016

Acquisition Activity [Abstract]

Acquisition Activity

On January 28, 2015, the Company entered into the Share Exchange Agreement with Urban Planet and its shareholders pursuant to which the Company issued up to 10,500,000 shares of its common stock, and 500,000 shares of its Series A Preferred to the shareholders of Urban Planet in exchange for all of the issued and outstanding shares of Urban Planet. An additional 2,000,000 shares of common stock were agreed to be issued to key current and past employees and consultants. These shares were issued in May 2015 and expensed in the amount of $192,400 at the then fair value accordingly.

The identified assets and liabilities acquired for the issuance of equity in the Urban Planet acquisition as of January 28, 2015 are as follows:

Fair Value of Assets Acquired:
Cash	$	29,756
Accounts Receivable		53,447
Prepaid Expenses		1,862
Other Current Assets		24,068
Fixed Assets		3,967
Software and content		577,167
Other Assets		5,000
Liabilities Assumed:
Accounts Payable		(259,755	)
Deferred Revenue		(31,342	)
Other Accrued Liabilities		(154,478	)
Net Value	$	249,692

Each share of Series A Preferred issued to the former Urban Planet shareholders is convertible by the holder (i) at any time after 24 months after the original issue date, or (ii) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per share of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation.

The Company has written down the value of the investment in Urban Planet using industry information from an independent third-party appraiser to two times revenue reported by Urban Planet for calendar year 2014, or $249,692. The resulting loss of $1,722,408 was reported as “Impairment of UPM assets acquired” in the consolidated statements of operations filed as part of the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.

The consolidated unaudited pro-forma results of operations of the Company as if Urban Planet had been acquired as of July 1, 2014 are as follows:

	Three months ended				Nine months ended
	March 31, 2015				March 31, 2015
Revenues		$	601,385			$	2,019,676
Net Loss		$	(2,771,118	)		$	(5,666,133	)