10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER: 000-53153

Consorteum Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	45-2671583
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

6 – 14845 Yonge Street, Suite #348, Aurora, Ontario, Canada, L4G 6H8

(Address of Principal Executive Offices)(Zip Code)

(888) 603-5161

(Registrant’s Telephone Number,including Area Code)
 

N/A

(Former Name, Former Address, and Former Fiscal Year,if Changed Since Last Report)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act(check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o   No x.

As of November 14, 2014, the Company had 466,150,864 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o   No x

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q, as originally filed on November 14, 2014.

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PART II - OTHER INFORMATION

Item 6. Exhibits

101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CONSORTEUM HOLDINGS, INC.
Dated: November 17, 2014	By:	/s/  Craig A. Fielding
		Craig A. Fielding
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Name	Position	Date
/s/Craig A. Fielding	Chief Executive Officer and Chief	November 17, 2014
Craig A. Fielding	Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/Patrick Shuster	Director	November 17, 2014
Patrick Shuster

4

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6. Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2014
Proceeds from stockholders	$ 410,692	$ 96,980
Repayments of stockholder loans	44,100	60,666
Due to stockholders	1,586,977		1,228,326
Convertible notes payable	3,676,751		3,584,303
Shareholder [Member]
Due to stockholders	1,543,232
Stockholders [Member]
Proceeds from stockholders	410,962	96,980
Repayments of stockholder loans	44,100	60,666
Chief Operating Officer [Member]
Convertible notes payable	148,000
Chief Executive Officer [Member]
Convertible notes payable	40,844
Accrued interest	$ 2,902

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4. Accrued Expenses

3 Months Ended

Sep. 30, 2014

Payables and Accruals [Abstract]

4. Accrued Expenses

The Company's accrued expenses are as follows:

	September 30, 2014		June 30, 2014
Salaries, wages and benefits - officers	$	554,292	$	446,649
Salaries, wages, and benefits – non-officers		50,779		46,612
Payroll taxes and related penalties and interest		411,569		330,848
Professional services		383,791		400,151
Other		56,931		56,976
Total Accrued Expenses	$	1,457,362	$	1,281,236

The Company has not reported wages paid subject to withholding of Federal and state income taxes. The Company may be subject to taxes, penalties and interest if such advances are not properly reported in a timely manner. The Company has estimated such penalties and interest as indicated above.

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3. Note Receivable and License Agreement with Tarsin

3 Months Ended

Sep. 30, 2014

Receivables [Abstract]

3. Note Receivable and License Agreement with Tarsin

On October 10, 2012, the Company entered into a multi-year licensing agreement with Tarsin for rights to the CAPSA technology. The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada and Mexico, along with select customers within the United States, and is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. The Company must pay $100,000, annually, beginning in year two of the agreement. Under the license, the Company is subject to a royalty of 12.5% of revenues generated by the Company from the CAPSA technology. The Company also retains the “Right of First Negotiation” to enter into markets in the United States, which do not overlap with the existing contractual relationships that Tarsin has with Stations Casino in Nevada. Since the date of the license agreement, the Company advanced Tarsin approximately $234,000 and applied such amount to the license. The license was being amortized; however, Management determined that due to the financial difficulties of Tarsin and their bankruptcy filing, the ability for the Company to execute on the licensed technology may be hindered. Accordingly, the remaining capitalized amount as of June 30, 2013 of approximately $183,000 was impaired. 

During the three months ended March 31, 2013, the Company made advances to Tarsin totaling $241,000. The Company entered into a note agreement with Tarsin to be repaid by September 16, 2013, with interest at 0.25%, per annum. During the three months ended June 30, 2013, the Company advanced Tarsin an additional $182,000 with aggregate advances of approximately $423,000. This note and additional advances was not repaid as of June 30, 2013. Management determined that due to the financial difficulties of Tarsin and their bankruptcy filing, there was substantial doubt about the ability to be repaid on the aggregate amount of the note receivable from Tarsin. Accordingly, management reserved the full amount of advances totaling $423,000 and charged operations in fiscal 2013.

The Company paid consulting fees to Tarsin’s president of approximately $50,100 and $34,000 during the three months ended September 30, 2014 and 2013, respectively. As of September 30, 2014 the Company owed Tarsin’s president $100,000 for services rendered.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Jun. 30, 2014
Assets:
Cash	$ 60,636	$ 53,993
Current assets	60,636	53,993
Property and equipment, net	14,666	17,886
Total assets	75,302	71,879
Liabilities and Stockholders' Deficit:
Bank overdraft	1,137	1,137
Accounts payable	855,026	822,789
Accrued expenses	491,501	503,739
Accrued expenses - officers	554,292	446,649
Accrued expenses - payroll taxes and related penalties and interest	411,569	330,848
Loan payable, including accrued interest	4,300,572	4,170,081
Convertible promissory notes, including interest	3,676,751	3,584,303
Due to stockholders	1,586,977	1,228,326
Total current liabilities	11,877,825	11,087,872
Stockholders' Deficit:
Common stock; $0.001 par value; 500,000,000 shares authorized; 466,150,864 issued and outstanding as of September 30, 2014 and June 30, 2014, respectively	466,151	466,151
Collateralized shares issued	(137,500)	(137,500)
Shares committed to be issued	35,000	35,000
Additional paid-in capital	6,453,646	6,449,271
Accumulated other comprehensive loss	(49,236)	(139,864)
Accumulated deficit	(18,579,584)	(17,698,051)
Total stockholders' deficit	(11,802,523)	(11,015,993)
Total liabilities and stockholders' deficit	75,302	71,879
Preferred A Stock [Member]
Stockholders' Deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	5,000	5,000
Preferred B Stock [Member]
Stockholders' Deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	4,000	4,000
Preferred C Stock[Member]
Stockholders' Deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	$ 0	$ 0

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1. Organization, Business and Going Concern

3 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Organization, Development Stage Activities, and Going Concern

Consorteum Holdings, Inc. ("Holdings" or the “Company”), formerly known as Implex Corporation, was incorporated in the State of Nevada on November 7, 2005. On April 9, 2009, Holdings changed its name to Consorteum Holdings, Inc.

In July 2013 the Company made a decision to recast its business as a provider of digital content across mobile devices. In conjunction therewith, the Company formed two new Nevada subsidiaries: Bad Rabbit Inc. and ThreeFiftyNine Inc. (359) and hired a senior level software development team. Moving forward, ThreeFiftyNine aims primarily at securely delivering rich mobile content across mobile devices as well as delivering diverse payment and other transactional platforms that are rapidly converging due to advances in smart phone mobile technology. ThreeFiftyNine intends to be a highly differentiated business in the digital space, focusing on cloud infrastructure design, development and deployment, as well as in digital transaction management.

Holdings has spent the last three years developing relationships and licensing agreements that will enable us to participate in the emerging market of mobile gaming. We intend to build our company with the capabilities to deliver rich mobile content to end users who will use their smart phones in radical new ways. In July 2013, we formed a wholly-owned subsidiary, ThreeFiftyNine Inc. and hired a software development team that had previously designed the world’s first regulatory compliant mobile platform for delivery of gaming content originally known as CAPSA, which met the rigorous standards of the Nevada Gaming Board. CAPSA represents the first generation software delivery platform for mobile devices.

The development team that we hired had spent the past five years and millions of dollars in non-recurring engineering costs to complete the development of the platform. At the heart is the capability to deliver any digital content across any cellular network to any mobile device or smart phone. This key differentiator makes it possible for us to approach many different markets that are in the business of providing mobile connectivity and mobile content.

In October 2012, we secured a license to market and license the CAPSA technology from Tarsin Inc. (“Tarsin”). The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada and Mexico, along with select customers within the United States, and is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. The Tarsin license provided us with capabilities in the mobile handset market which we could use to ensure cross functionality of mobile applications across a wide variety of handsets. Tarsin Inc. filed a voluntary petition for bankruptcy protection in the U.S. Bankruptcy Court, Northern District of California. The Company was a creditor in this Case No. 13-53607. In resolving the bankruptcy case, NYG Holdings LLC (“NYG”) acquired the original intellectual property from Tarsin Inc., which included the first generation CAPSA platform. On June 12, 2014, the Company entered into an agreement to enter into a multi-year license agreement for the CAPSA platform with NYG. This license, which is effective October 20, 2014, grants latitude to the Company to make modifications and further enhancements to the platform, which will be marketed as the Universal Mobile Interface (“UMI”). We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals. The multi-year license agreement is for five years and is thereafter renewable annually. The Company is responsible to pay royalties fees of 10% of net revenues plus $100,000 annually. However, the first 18 months of the agreement will be royalty free and the first three years of annual payments waived.

The UMI, which our team is developing, will be a second generation platform and will represent a key advantage for our Company as we enter into the mobile gaming market as the UMI allows content providers the ability to develop content once, while the UMI platform identifies the mobile device and delivers the proper display format for that mobile device. Without a universal platform, content providers must reprogram their mobile application each time they update or add to their content; or the mobile device operating system is updated. We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals.

In July 2012, we entered into negotiations with Knockout Gaming Limited (“Knockout”), a corporation organized under the laws of the Isle of Man, to resell their online gaming licensed platform, Fireplay. We may enter into a licensing and reselling agreement once Knockout launches their platform. Since July 2012, we paid $180,432 to Knockout as an interim payment against a future equity position in Knockout. If the Company obtains funding, we may purchase up to a 10% equity position in Knockout pending further due diligence.

Going Concern and Management Plan

The Company's condensed consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has suffered losses from operations. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $11.8 million. The Company's working capital deficit and recent losses raise substantial doubt as to its ability to continue as a going concern.

The Company has secured working capital of approximately $411,000 during the three months ended September 30, 2014. Subsequent to such date, the Company has raised additional capital totaling approximately $126,000; such proceeds were used for working capital of the business. The Company requires additional equity or debt financing to meet its obligations as they become due. In the event that such financing is not secured, the Company will not be able to satisfy its liabilities. Furthermore, certain debt is overdue and is secured by all assets of the Company. The Company is attempting to restructure some of the debt and secure cash from an executed capital raise agreement and additional financing partners to satisfy its existing obligations and provide for sufficient working capital to meet the Company’s future obligations but there are no guarantees that the Company will be able to do any of these things.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.

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5. Loans Payable (Detail) (Loans Payable [Member], USD $)	Sep. 30, 2014	Jun. 30, 2014
Loans Payable [Member]
Loans payable	$ 4,300,572	$ 4,170,081
Less: Current portion	(4,300,572)	(4,170,081)
Loans payable, non-current	0	0
Accrued interest	$ 1,518,582	$ 1,335,769

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5. Loans Payable and Convertible Promissory Notes (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Stock issued to satisfy loan obligations, shares issued	103,184,400
Stock issued to satisfy loan obligations, loans settled	$ 528,500
Interest expense	270,781	323,047
Shareholder [Member]
Convertible notes payable	250,000
Lender [Member]
Loans payable	4,287,000
Convertible notes payable	3,003,065
Accrued interest	1,497,435
Lender 2 [Member]
Loans payable	$ 75,000

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2. Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

2. Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, and their basis of application is consistent with that of the previous year. Set forth below are the Company's significant accounting policies:

Basis of Presentation

The foregoing unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2014. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for all the interim periods presented. Operating results for the three-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Consorteum Holdings, Inc., Consorteum Inc., Bad Rabbit, Inc. and ThreeFiftyNine, Inc.; ThreeFiftyNine, Inc. had very few activities during the year. All significant intercompany balances and transactions are eliminated on consolidation.

Use of estimates 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of estimates relate to the estimated the utilization of future income tax assets, potential penalties on certain wages, and the valuation of stock-based compensation. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results will ultimately differ from those estimates.

Earnings or loss per share

The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted earnings (loss) per share has not been presented as its effect would be anti-dilutive.

The Company excluded 20,000,000 options and 3,172,184 warrants from the calculation for the three months ended September 30, 2014 and September 30, 2013, as the exercise prices were in excess of the average closing price of the Company’s common stock. In addition, all conversion prices of convertible debt were in excess of the average closing price of the Company’s common stock, and accordingly, excluded from dilutive share calculation.

Recent accounting pronouncements

In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity, or DSE, in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirements after adopting ASU No. 2014-10. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Retrospective application is required for the elimination of incremental DSE disclosures. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to adopt this ASU early, and therefore it has eliminated the incremental disclosures previously required of DSEs, starting with this Quarterly Report on Form 10-Q.

Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Preferred Stock par value	$ 0.001	$ 0.001
Preferred Stock shares authorized	100,000,000	100,000,000
Preferred Stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	466,150,864	466,150,864
Common stock outstanding	466,150,864	466,150,864
Preferred A Stock [Member]
Preferred Stock par value	$ 0.001	$ 0.001
Preferred Stock shares authorized	5,000,000	5,000,000
Preferred Stock shares issued	5,000,000	5,000,000
Preferred stock shares outstanding	5,000,000	5,000,000
Preferred B Stock [Member]
Preferred Stock par value	$ 0.001	$ 0.001
Preferred Stock shares authorized	15,000,000	15,000,000
Preferred Stock shares issued	4,000,000	4,000,000
Preferred stock shares outstanding	4,000,000	4,000,000
Preferred C Stock[Member]
Preferred Stock par value	$ 0.001	$ 0.001
Preferred Stock shares authorized	40,000,000	40,000,000
Preferred Stock shares issued	0	0
Preferred stock shares outstanding	0	0

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5. Loans Payable and Convertible Promissory Notes (Tables)

3 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Loans payable

	September 30,			June 30,
	2014			2014
Loans payable, bearing interest at rates between 0% and 18% per annum with default interest up to 24% per annum. Interest payable monthly. These loans are past due, unsecured and payable on demand. Accrued interest of $1,518,582 and $1,335,769 at September 30, 2014 and June 30, 2014, respectively. Certain of these notes totaling $320,000 and $1,490,000 incurred flat fees of 15% upon issuance during fiscal 2014 and 2013, respectively.	$	4,300,572		$	4,170,081
Less: Current portion		(4,300,572	)		(4,170,081	)
Loans payable, non-current	$	–		$	–

Convertible Promissory Notes

	September 30,		June  30,
	2014		2014
Convertible promissory notes assumed in accordance with asset purchase agreement with Media Exchange Group bearing interest between 5% to 8% per annum, convertible into shares of common stock at a rate ranging from $0.01 to $0.05. Accrued interest at September 30, 2014 and June 30, 2014 of $332,545 and $317,253, respectively. These notes were convertible upon the merger that occurred in July 2011.	$	1,373,513	$	1,357,905
Convertible promissory notes, bearing interest between 5% and 18% per annum, which matured between October 2010 and March 2013. Interest is payable at maturity. The promissory notes are convertible at any time at the option of the holder, into shares of common stock each at a rate ranging from $0.008 to $0.05 or at 35% discount of market. Accrued interest of $121,899 and $115,130 September 30, 2014 and June 30, 2014, respectively. The notes were substantially in default at June 30, 2012.		566,524		559,216
Convertible promissory notes, bearing interest between at 5% per annum, maturing October 2012 to May 2013. Interest payable monthly. The note is convertible at any time at the option of the holder, into shares of common stock at a rate from $0.02 to $0.05, each. Accrued interest of 40,103 and $39,769 at September 30, 2014 and June 30, 2014, respectively.		114,603		114,269
Convertible promissory notes, bearing interest at 8-12% per annum plus 2% default interest per month as applicable, maturing August 2012 to December 2013. Interest payable monthly. These notes are convertible at any time at the option of the holder, into shares of common stock at a rate of $0.02-$0.03 each. Accrued interest of $464,360 and $395,162 at September 30, 2014 and June 30, 2014, respectively.		1,622,111		1,552,913
Convertible promissory notes	$	3,676,751	$	3,584,303

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Document and Entity Information	3 Months Ended
	Sep. 30, 2014	Nov. 14, 2014
Document And Entity Information
Entity Registrant Name	Consorteum Holdings, Inc.
Entity Central Index Key	0001387976
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
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?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		466,150,864
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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1. Organization, Business and Going Concern (Details Narrative) (USD $)	Sep. 30, 2014
Organization Business And Going Concern Details Narrative
Working capital deficit	$ (11,800,000)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Condensed Consolidated Statements Of Operations And Comprehensive Loss
Revenues	$ 0	$ 0
Operating expenses
Selling, general and administrative	610,752	548,844
Total operating expenses	610,752	548,844
Operating loss	(610,752)	(548,844)
Other income and (expense):
Interest expense	(270,781)	(323,047)
Gain on settlement of debt	0	102,261
Total other expenses	(270,781)	(220,786)
Net loss	(881,533)	(769,630)
Foreign currency translation adjustment	90,628	(45,341)
Comprehensive loss	$ (790,905)	$ (814,971)
Basic and diluted loss per common share	$ 0.00	$ 0.00
Basic and diluted weighted average common shares outstanding	466,150,864	426,966,081

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7. Commitments and Contingencies

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

7. Commitments and Contingencies

Threatened Litigation

The Company is not aware of any threatened litigation at this time.

Employment Agreements

The Company has entered in an employment agreement with Mr. Craig Fielding, as Chief Executive Officer of Consorteum Holdings Inc.  Below is a summary of the terms of such agreement:

Term of September 1, 2012 – December 31, 2016

— Base salary of $240,000

— Reimbursed office expense of $5,000 per month;

— Unspecified pension and compensation retirement plan; and

— Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Additionally, Mr. Fielding is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

The Company has entered in an employment agreement with Mr. Patrick Shuster, as Chief Operating Officer of Consorteum Holdings , Inc.  Below is a summary of the terms of such agreement:

Term of September 1, 2012 through December 31, 2016 

— Base salary of $240,000

— Reimbursed office expense of $5,000 per month.

— Unspecified pension and compensation retirement plan; and

— Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Additionally, Mr. Shuster is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

Other Matters 

As of the 2014 fiscal year end, the Company was a creditor in two related bankruptcy cases in the U.S. Bankruptcy Court, Northern District of California (“Court”). The Company filed proofs of claim and submitted an administrative expense claim for critical support services rendered to debtors in both In re Game2Mobile, Case No. 13-52062 and In re Tarsin, Inc. Case No. 13-53607. On or about June 10, 2014, the Court approved the debtors’ motion to sell substantially all of their assets to NYG Holdings, LLC (“NYG”) and a related motion to approve a compromise of controversy with Tarsin (Europe) LTD., the largest unsecured creditor in these bankruptcy cases. As related to the sale, the Company negotiated a settlement with NYG whereby, among other things, NYG would grant the Company a new license for the CAPSA platform and the Company would withdraw its claims in the bankruptcy cases upon receipt of the license with NYG.

On June 12, 2014, the Company entered into an agreement to enter into a multi-year license agreement for the CAPSA platform with NYG. This license, which is effective October 20, 2014, grants latitude to the Company to make modifications and further enhancements to the platform, which will be marketed as the Universal Mobile Interface. We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals. The multi-year license agreement is for five years and is thereafter renewable annually. The Company is responsible to pay royalties fees of 10% of net revenues plus $100,000 annually. However, the first 18 months of the agreement will be royalty free and the first three years of annual payments waived.

The Company leases office space in Incline Village, Nevada pursuant to a lease executed in July 2013. The monthly rent is approximately $4,500. The initial lease was for three months with various options to extend through July 2015 if desired.

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6. Related Party Transactions

3 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

6. Related Party Transactions

The amounts due to stockholders include non-interest bearing, unsecured advances with no fixed terms of repayment and the note entered into May 30, 2012 as described below. Stockholders advanced the Company approximately $411,000 and $97,000 during the three months ended September 30, 2014 and 2013, and were repaid approximately $44,000 and $61,000 during the same time periods, respectively, inclusive of the convertible note below.  As of September 30, 2014, the net balance due to stockholders for advances amounted to approximately $1,543,232 and is included in due to stockholders.

Included in Media Exchange Group Convertible Notes above, is approximately $148,000 in notes that are due to our COO.

On May 30, 2012, the Company formalized a convertible promissory note with the Company’s CEO for approximately $179,809. The convertible note bears interest at 5% per annum, matures May 29, 2012, and is convertible at the option of the holder, at any time into shares of the Company’s common stock at $0.02 per share. Of the total monies advanced by the CEO, approximately $111,500 was used for settlement of bank indebtedness in fiscal 2012, approximately $15,600 was used to pay legal fees in connection with the bank indebtedness settlement, and approximately $52,700 was used to pay certain operating costs on behalf of the Company. There were no repayments of balances during the three months ended September 30, 2014 and 2013 As of September 30, 2014 $40,844 in principal and $2,902 in accrued interest remain due and payable.

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5. Convertible Promissory Notes (Detail) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Convertible promissory notes	$ 3,676,751	$ 3,584,303
Convertible Promissory Note 1 [Member]
Convertible promissory notes	1,373,513	1,357,905
Accrued interest	332,545	317,253
Convertible Promissory Note 2 [Member]
Convertible promissory notes	566,524	559,216
Accrued interest	121,899	115,130
Convertible Promissory Note 3 [Member]
Convertible promissory notes	114,603	114,269
Accrued interest	40,103	39,769
Convertible Promissory Note 4 [Member]
Convertible promissory notes	1,622,111	1,552,913
Accrued interest	$ 464,360	$ 395,162

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2. Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Sep. 30, 2014
Options [Member]
Number of Shares excluded from EPS calculation	20,000,000
Warrants [Member]
Number of Shares excluded from EPS calculation	3,172,184

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2. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The foregoing unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2014. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for all the interim periods presented. Operating results for the three-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015.

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Consorteum Holdings, Inc., Consorteum Inc., Bad Rabbit, Inc. and ThreeFiftyNine, Inc.; ThreeFiftyNine, Inc. had very few activities during the year. All significant intercompany balances and transactions are eliminated on consolidation.

Use of estimates

Use of estimates 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of estimates relate to the estimated the utilization of future income tax assets, potential penalties on certain wages, and the valuation of stock-based compensation. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results will ultimately differ from those estimates.

Earnings or loss per share

Earnings or loss per share

The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted earnings (loss) per share has not been presented as its effect would be anti-dilutive.

The Company excluded 20,000,000 options and 3,172,184 warrants from the calculation for the three months ended September 30, 2014 and September 30, 2013, as the exercise prices were in excess of the average closing price of the Company’s common stock. In addition, all conversion prices of convertible debt were in excess of the average closing price of the Company’s common stock, and accordingly, excluded from dilutive share calculation.

Recent accounting pronouncements

Recent accounting pronouncements

In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity, or DSE, in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirements after adopting ASU No. 2014-10. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Retrospective application is required for the elimination of incremental DSE disclosures. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to adopt this ASU early, and therefore it has eliminated the incremental disclosures previously required of DSEs, starting with this Quarterly Report on Form 10-Q.

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8. Stockholders Deficit

3 Months Ended

Sep. 30, 2014

Equity [Abstract]

8. Stockholders Deficit

The Company is authorized to issue 500,000,000 shares of common stock and 100,000,000 shares of preferred stock. At the present time, assuming all of the rights and obligations to issue approximately 186,000,000 shares of common stock under convertible notes, warrants and stock options became due as of June 30, 2015, the Company would not have sufficient authorized common shares to fulfill such obligations. However, Company’s two officers, who are also directors, control sufficient votes through their holdings of Series A and B Preferred Stock to increase the authorized shares at any time, when deemed appropriate. The Company intends to increase our authorized common shares in the near future.

Preferred Stock

As of September 30, 2014, the Company has 100,000,000 preferred shares authorized, having a par value of $.001 per share.

Of the preferred shares authorized, 5,000,000 have been designated as Series A preferred shares and 15,000,000 have been designated as Series B preferred shares. The rights and privileges of the Series A shares consist of super voting rights at 200 votes per share held, conversion rights on a one-to-one basis with common stock, and liquidation preference as described below. The rights and privileges of the Series B shares consist of voting rights equal to one vote per share held, conversion rights equal to Series A and liquidation preference as described below.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any common stock or Series B preferred stock liquidation preference, the holders of the Series A preferred stock shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred Stock equal to the product of (i) the original amount paid by the holder thereof for each share of Series A Preferred Stock owned by such holder as of the effective date of such liquidation, multiplied by (ii) the number of shares of Series A Preferred Stock owned of record by such holder as of the liquidation date (as adjusted for any combinations, splits, recapitalization and the like with respect to such shares). Series B preferred stock is next in liquidation preference after the Series A preferred stock, and is computed consistently with the formula above for the Series A preferred stock.

On September 21, 2012, the Company’s board of directors approved designations for Series C Preferred Stock. In connection therewith, the Company filed the designations with Nevada Secretary of State to reserve 40,000,000 shares of Series C Preferred Stock. The shares are voting, will pay no dividend, each share is convertible into four (4) shares of common stock, and have a liquidation preference after the Series A & B Preferred Stock. No Series C shares have been issued.

Common Stock

The Company is proposing an increase in the authorized number of shares of common stock available for future issuance in order to have shares available for a variety of corporate purposes including the conversion to common stock of outstanding convertible notes. Company’s Articles of Incorporation authorize it to issue up to 500,000,000 shares of common stock, par value $.001 per share. The Company does not propose to increase our authorized preferred stock, which will remain unchanged. In August 2013, the Company filed a PREFORM 14C with the SEC to increase the authorized shares of its common stock to 750 million. The Company will be finalizing and filing that document in the near future and then notifying shareholders as required and changing our Articles of Incorporation to reflect the additional shares. Once this process is complete the Company will have sufficient common shares to convert existing note holders.

Warrants

There were no warrants issued to purchase common stock during the three months ended September 30, 2014. As of September 30, 2014, there were warrants exercisable for 3,172,184 shares of common stock.

Options

On September 1, 2011, the Company granted 20,000,000 stock options to directors and officers of the Company, pursuant to the stock option plan established by the Company. One fourth of the options vested immediately, with one quarter vesting on each anniversary thereafter. The options are exercisable at $0.007 per share and have a ten-year contractual life. The grant date fair value of these options was determined to be $140,000 at the date of grant.

At September 30, 2014, there is approximately $2,917 of unrecognized expense associated with the issuance of these stock options, which will be recognized during fiscal 2015.

Stock option expense related to these options was approximately $4,375 during the quarter ended September 30, 2014 and 2013. Stock option expense for all stock options during the quarters ended September 30, 2014 and 2013 was approximately $4,875 and $16,875, respectively.

As of September 30, 2014, 20,000,000 options were outstanding with 19,375,000 exercisable.

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9. Subsequent Events

3 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

9. Subsequent Events

From October 1, 2014 until November 12, 2014 the Company received an advance from the CEO of the Company in the amount of $186,000.

On October 20, 2014, the Company executed an agreement to enter into a multi-year license agreement for the CAPSA platform with NYG. This license grants latitude to the Company to make modifications and further enhancements to the platform, which will be marketed as the Universal Mobile Interface.

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4. Accrued Expenses (Tables)

3 Months Ended

Sep. 30, 2014

Payables and Accruals [Abstract]

Accrued Expenses

	September 30, 2014		June 30, 2014
Salaries, wages and benefits - officers	$	554,292	$	446,649
Salaries, wages, and benefits – non-officers		50,779		46,612
Payroll taxes and related penalties and interest		411,569		330,848
Professional services		383,791		400,151
Other		56,931		56,976
Total Accrued Expenses	$	1,457,362	$	1,281,236

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4. Accrued Expenses (Details) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Payables and Accruals [Abstract]
Salaries, wages and benefits - officers	$ 554,292	$ 446,649
Salaries, wages, and benefits – non-officers	50,779	46,612
Payroll taxes and related penalties and interest	411,569	330,848
Professional services	383,791	400,151
Other	56,931	56,976
Total Accrued Expenses	$ 1,457,362	$ 1,281,236

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8. Stockholders Deficit (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Stockholders Deficit Details Narrative
Warrants issued	0
Warrants outstanding	3,172,184
Unrecognized stock option expense	$ 2,917
Stock option expense	4,375	51,875
Options outstanding	20,000,000
Options exercisable	19,375,000
Stock option expense for all options	$ 4,875	$ 16,875

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss	$ (881,533)	$ (769,630)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,966	1,853
Gain on forgiveness of restructuring of debt	0	(102,261)
Amortization of debt discount	0	5,750
Stock-based compensation	4,375	51,875
Changes in operating assets and liabilities:
Accounts payable	47,844	(82,270)
Accrued expenses	203,788	6,776
Accrued interest	270,505	317,132
Net cash used in operating activities	(352,055)	(570,775)
Cash flows used in investing activities:
Capital expenditures	0	(37,077)
Note receivable	0	(2,556)
Net cash used in investing activities	0	(39,633)
Cash flows from financing activities:
Proceeds from loans	0	395,000
Proceeds from stockholders' advances	410,692	96,980
Repayment of stockholders' advances	(44,100)	(60,666)
Proceeds from the issuance of convertible promissory notes	0	250,000
Net cash provided by financing activities	366,592	681,314
Effect of exchange rate on cash	(7,894)	(11,171)
Net increase in cash	6,643	59,735
Cash, beginning of year	53,993	489
Cash, end of year	60,636	60,224
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Fair value of beneficial conversion feature on convertible promissory notes	0	35,000
Fair value of shares issued for convertible debt and accrued interest	$ 0	$ 428,500

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5. Loans Payable and Convertible Promissory Notes

3 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

5. Loans Payable and Convertible Promissory Notes

Loans payable are as follows:

	September 30,			June 30,
	2014			2014
Loans payable, bearing interest at rates between 0% and 18% per annum with default interest up to 24% per annum. Interest payable monthly. These loans are past due, unsecured and payable on demand. Accrued interest of $1,518,582 and $1,335,769 at September 30, 2014 and June 30, 2014, respectively. Certain of these notes totaling $320,000 and $1,490,000 incurred flat fees of 15% upon issuance during fiscal 2014 and 2013, respectively.	$	4,300,572		$	4,170,081
Less: Current portion		(4,300,572	)		(4,170,081	)
Loans payable, non-current	$	–		$	–

Convertible Promissory Notes are as follows:

	September 30,		June  30,
	2014		2014
Convertible promissory notes assumed in accordance with asset purchase agreement with Media Exchange Group bearing interest between 5% to 8% per annum, convertible into shares of common stock at a rate ranging from $0.01 to $0.05. Accrued interest at September 30, 2014 and June 30, 2014 of $332,545 and $317,253, respectively. These notes were convertible upon the merger that occurred in July 2011.	$	1,373,513	$	1,357,905
Convertible promissory notes, bearing interest between 5% and 18% per annum, which matured between October 2010 and March 2013. Interest is payable at maturity. The promissory notes are convertible at any time at the option of the holder, into shares of common stock each at a rate ranging from $0.008 to $0.05 or at 35% discount of market. Accrued interest of $121,899 and $115,130 September 30, 2014 and June 30, 2014, respectively. The notes were substantially in default at June 30, 2012.		566,524		559,216
Convertible promissory notes, bearing interest between at 5% per annum, maturing October 2012 to May 2013. Interest payable monthly. The note is convertible at any time at the option of the holder, into shares of common stock at a rate from $0.02 to $0.05, each. Accrued interest of 40,103 and $39,769 at September 30, 2014 and June 30, 2014, respectively.		114,603		114,269
Convertible promissory notes, bearing interest at 8-12% per annum plus 2% default interest per month as applicable, maturing August 2012 to December 2013. Interest payable monthly. These notes are convertible at any time at the option of the holder, into shares of common stock at a rate of $0.02-$0.03 each. Accrued interest of $464,360 and $395,162 at September 30, 2014 and June 30, 2014, respectively.		1,622,111		1,552,913
Convertible promissory notes	$	3,676,751	$	3,584,303

Loans Payable

The Company issued 40,000,000 and 63,184,400 shares of its common stock to satisfy obligations under certain loans payable aggregating approximately 528,500 during fiscal 2014. There were no such issuances in fiscal 2015.

During fiscal 2013, the Company received approximately $2,000,000 in cash proceeds from an existing note holder with the intent to establish an all encompassed promissory note for the primary lender and provide for additional advances to the Company. On July 17, 2013, the Company memorialized the loans made by the primary lender to provide for repayments in an aggregate amount of approximately $3,557,000, of which $2,957,000 was outstanding as of June 30, 2013. As of June 30, 2014, this primary lender principle loan balance was approximately $4,287,000. These repayment amounts include interest of either 15% or 10% over the term of the note and a default rate of 2% per month. Certain of these notes incur compounding interest. Of the total amount $250,000 is convertible into 1 million shares of Series B Preferred stock as noted above. A portion of these repayments also include fixed fee charges in the amount of $135,000 payable upon issuance of the loan, of which $85,000 was payable at June 30, 2013. As of this date, the Company has been unable to satisfy the repayment obligation.

Included in the note payable memorialized on July 17, 2014 was $250,000 in additional monies advanced during fiscal 2014. The same shareholder advanced an additional $70,000 through separate notes during fiscal 2014 with the same terms as the notes above. Maturity dates on these additional notes ranged from October to November 2013.

As of September 30 2014, the Company owes this individual approximately $3,003,065 in principal pursuant to convertible notes and notes payable, along with approximately $1,497,435 accrued interest thereon.

During fiscal 2014, the Company issued two notes to a separate individual totaling $75,000. These notes incur 15% interest and were due in November 2013. To date these notes have not been repaid and are in technical default.

Convertible Promissory Notes

During the year ended June 30, 2014, the Company issued a convertible note to an existing shareholder in the amount of $250,000. The convertible note incurred a flat 10% interest and was due August 30, 2013 at which time a default interest was applied of 2% per month. The convertible note is convertible into 1 million shares of Series B preferred stock. To date, no amounts have been repaid on this note and it is in technical default.

The Company recognized interest expense of approximately $270,781 and $323,047 during the three months ended September 30, 2014 and 2013, respectively, in connection with all loans, convertible promissory notes, and financing costs.

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3. Note Receivable and License Agreement with Tarsin (Details Narrative) (Tarsin [Member], USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Tarsin [Member]
Impairment of license	$ 0	$ 183,000
Consulting fee paid to Tarsin's president	50,100	34,000
Licensing agreement payable	$ 100,000