UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017MARCH 31, 2018

OR

OR
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-55256

 

Kibush Capital Corp.

(Exact Name of Small Business Issuer as specified in its charter)

 

Nevada

(State or other Jurisdiction of Incorporation or Organization)

 

c/o McGee Law Firm, LLCCSC Services of Nevada, Inc.

5635 N. Scottsdale Road, Ste 1702215-B Renaissance Drive

Scottsdale, Arizona 85250Las Vegas, Nevada 89119

(Address of principal executive offices)

 

+(61) 398464288

(Issuer’s telephone number, including area code)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.YES [X] NO [  ]

 

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 (SS 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 [  ]

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

 

Large Accelerated Filer[  ]Accelerated Filer[  ]
Non-accelerated Filer(Do not check if smaller reporting company)[  ]Smaller Reporting Company[X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES [  ] NO [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of August 17, 2017,May 15, 2018, there were 890,767,976442,354,541 shares of the registrant’s common stock outstanding and 23,000,000 shares of the registrant’s preferred stock.

 

 

 

 

 

CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

 

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Industry Guide 7”), because we do not have reserves as defined under Industry Guide 7. Reserves are defined in Guide 7 as that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination. The establishment of reserves under Guide 7 requires, among other things, certain spacing of exploratory drill holes to establish the required continuity of mineralization and the completion of a detailed cost or feasibility study.

 

Because we have no reserves as defined in Industry Guide 7, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under Generally Accepted Accounting Principles (“GAAP”). Although for purposes of FASB Accounting Standards Codification Topic 915, Development Stage Entities, we have exited the development stage and no longer report inception to date results of operations, cash flows and other financial information, we will remain an exploration stage company under Industry Guide 7 until such time as we demonstrate reserves in accordance with the criteria in Industry Guide 7.

 

Because we have no reserves, we have and will continue to expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended

-2-2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ITEM 1.FINANCIAL STATEMENTS

 

June 30, 2017March 31, 2018

C O N T E N T S

 

Page
Condensed Consolidated Balance Sheets4
Condensed Consolidated Statements of Operations4
Condensed Consolidated Balance Sheets5
Condensed Consolidated Statements of Cash Flows6
Condensed Consolidated Statement of Stockholders’ Deficit7
Notes to Condensed Consolidated Financial Statements8

 

-3-3

 

INTERIM CONSOLIDATED BALANCE SHEETSSTATEMENT OF OPERATIONS

(Unaudited)

 

  June 30, 2017  September 30, 2016 
ASSETS        
Current Assets:        
Cash $2,608  $221 
Cash in transit  -   25,000 
Trade Debtors  47,312   - 
Sundry Debtors  -   - 
Inventory  27,684   - 
Total current assets  77,603   25,221 
         
Property and equipment, net  96,375   100,291 
Paradise Gardens  18,377   18,377 
Other Assets  34,997   25,112 
Total Assets $227,352  $169,001 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities:        
Accounts payable  -   - 
Accrued expenses  974,852   715,048 
Convertible notes payable  128,466   234,591 
Loan from related party  1,330,277   1,162,741 
Derivative liabilities  865,386   986,700 
Total current liabilities  3,298,981   3,099,080 
         
Stockholders’ deficit:        
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 3,000,000 shares Series A issued and outstanding at June 30, 2017 and 3,000,000 shares issued and outstanding at September 30, 2016  3,000   3,000 
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 5,000,000 shares issued Series B and outstanding at June 30, 2017  5,000   - 
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 15,000,000 shares issued Series B and outstanding at June 30, 2017  15,000   - 
Common stock, $0.001 par value; 975,000,000 shares authorized at June 30, 2017 and September 30, 2016; 890,767,976 and 267,513,362 shares issued and outstanding at June 30, 2017 and September 30, 2016  890,768   267,513 
Additional paid-in capital  8,580,765   9,136,631 
Accumulated deficit  (12,503,127)  (12,288,586)
Accumulated other comprehensive income  -   - 
Total stockholders’ deficit, including non-controlling interest  (3,008,595)  (2,881,442)
Non-Controlling interest  (63,034)  (48,637)
Total stockholders’ deficit  (3,071,629)  (2,930,079)
Total liabilities and stockholders’ deficit $227,352  $169,001 
  Quarter ended March 31,  Quarter ended March 31,  6 months ended March 31,  6 months ended March 31, 
  2018  2017  2018  2017 
Net revenues $18,084  $25,394  $48,063  $41,431 
Cost of sales  -   -   -   - 
Gross profit  18,084   25,394   48,063   41,431 
                 
Operating expenses:                
General and administrative                
General and administrative  160,460   142,104   328,142   258,628 
Total operating expenses  160,460   142,104   328,142   258,628 
Profit/Loss from operations  -142,375   -116,711   -280,078   -217,197 
                 
Other income (expense):                
Interest income  -   -   -   - 
Amortisation of Debt Discount  -   -   -   -23,384 
Interest expense  -37,905   -25,775   -63,172   -53,677 
Other income  -   134,005   -   134,005 
Change in fair value of derivative liabilities  278,066   13,854   437,251   69,198 
Total other expense, net  240,161   -122,084   374,079   126,142 
Profit/Loss before provision for income taxes  97,786   -5,373   94,001   -91,056 
Provision for income taxes  -   -   -   - 
Net profit/loss from operations  97,786   -5,373   94,001   -91,056 
Less: Loss attributable to non-controlling interest  7,645   2,915   14,942   4,961 
Net profit/loss attributable to Holding Company $105,431  $8,288  $108,943  $-86,095
                 
Basic and diluted loss per common share $0.00  $0.00  $0.00  $0.00 
Weighted average common shares outstanding                
basic and diluted  186,657,041   378,140,669   186,657,041   378,140,669 

 

-4-4

 

INTERIM CONSOLIDATED STATEMENT OF OPERATIONSBALANCE SHEETS

(Unaudited)

 

  Quarter ended  Quarter ended  9 months ended  9 months ended 
  June 30, 2017  June 30, 2016  June 30, 2017  June 30, 2016 
Net revenues $24,176  $20,618  $65,860  $93,044 
Cost of sales  -13,867   -12,386   -48,475   - 
Gross profit  10,308   8,231   17,385   93,044 
                 
Operating expenses:                
Research and development  -   -   -   - 
General and administrative                
General and administrative  198,146   121,383   422,551   623,024 
Total operating expenses  198,146   121,383   422,551   623,024 
Profit/Loss from operations  -187,838   -113,152   -405,166   -529,981 
                 
Other income (expense):                
Interest income  -   -   -   - 
Amortisation of Debt Discount  -   -   -   - 
Interest expense  -25,544   -155,617   -102,479   -469,330 
Other income  -   -   134,005   - 
Change in fair value of derivative liabilities  75,500   -   144,698   -15,225 
Total other expense, net  49,956   -155,617   176,224   -484,555 
Losses before provision for income taxes  -137,882   -268,769   -228,942   -1,014,535 
Provision for income taxes  -   -   -   - 
Net loss from operations  -137,882   -268,769   -228,942   -1,014,535 
Less: Loss attributable to non-controlling interest  9,437   4,035   14,402   14,439 
Net profit/loss attributable to Holding Company $-128,446 $-264,734 $-214,541 $-1,000,096
                 
Basic and diluted loss per common share $0.00  $0.00  $0.00  $-0.01
Weighted average common shares outstanding                
basic and diluted  593,640,669   92,395,802   593,640,669   92,395,802 
  March 31,  September 30, 
  2018  2017 
ASSETS      
Current assets:        
Cash $2,652  $5,784 
Trade Debtors  8,422   25,703 
Total current assets  11,074   31,487 
         
Property and equipment, net  120,985   122,155 
Other assets  42,395   34,031 
Total assets $174,454  $187,673 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable  -   - 
Accrued expenses  1,041,306   1,134,446 
Promissory notes payable  -   - 
Convertible notes payable  96,627   128,466 
Loan from related party  1,564,736   1,417,065 
Derivative liabilities  895,770   1,333,021 
Total current liabilities  3,598,439   4,012,998 
         
Stockholders’ deficit:        
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 23,000,000 shares issued and outstanding at March 31, 2018 and 23,000,000 shares issued and outstanding at September 30, 2017  23,000   23,000 
Common stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2018 and September 30, 2017; 323,354,541 and 3,959,541 shares issued and outstanding at March 31, 2018 and September 30, 2017  323,355   3,960 
Additional paid-in capital  9,455,517   9,467,573 
Accumulated deficit  (13,136,374)  (13,245,316)
Total stockholders’ deficit, including non-controlling interest  (3,334,502)  (3,750,784)
Non-Controlling interest  (89,483)  (74,541)
Total stockholders’ deficit  (3,423,985)  (3,825,324)
Total liabilities and stockholders’ deficit $174,454  $187,673 

 

-5-5

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

  9 months ended  9 months ended 
  June 30, 2017  June 30, 2016 
Operating Activities:        
Net loss $(228,942) $(1,000,096)
         
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization  14,529   15,922 
Amortization of debt discount  -   389,995 
Interest expense related to fair value of derivative instruments granted  -   - 
Change in fair value of derivative instruments  (144,698)  15,225 
Stock based payments  -   - 
Changes in operating assets and liabilities:        
Others asset  -   4,008 
Inventory  (27,684)    
Accounts payable  -   - 
Accounts receivable  (47,312)    
Accrued expenses  187,500   187,500 
Accrued interest  79,095   79,335 
Net cash used in operating activities  (167,512)  (308,111)
         
Investing Activities:        
Goodwill on Consolidation  -   - 
Purchase of property and equipment  (10,557)  (69,691)
Net cash used in investing activities  (10,557)  (69,691)
Financing Activities:        
Proceeds from issuance of convertible debt, net of debt discounts  -   - 
Repayment of loan from related party  -   - 
Proceeds from related party loans, net of debt discounts  263,758   412,147 
Non-controlling interest  (14,402)  (14,439)
Effective of exchange rates on cash  (68,000)  (16,918)
Net cash provided by financing activities  180,456   380,790 
Net change in cash  2,387   2,987 
Cash, beginning of period  221   10,763 
Cash, end of period $2,608  $13,750 

  

6 months ended

March 31

  6 months ended March 31, 
  2018  2017 
Operating Activities:        
Net loss $108,942  $(96,016)
         
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization  8,509   9,287 
Change in fair value of derivative instruments  (437,251)  (69,198)
Changes in operating assets and liabilities:        
Others asset  -   (28,160)
Accounts receivable  17,281   (90,212)
Accrued expenses  62,500   125,000 
Accrued interest  37,905   53,677 
Deposits  -   - 
Net cash used in operating activities  (202,114)  (95,622)
         
Investing Activities:        
Purchase of property and equipment  (3,153)  - 
Net cash used in investing activities  (3,153)  - 
Financing Activities:        
Proceeds from related party loans, net of debt discounts  213,388   207,978 
Effective of exchange rates on cash  (11,253)  (71,824)
Net cash provided by financing activities  202,135   136,154 
Net change in cash  (3,132)  (40,532)
Cash, beginning of period  5,784   13,750 
Cash, end of period $2,652  $54,282 

 

-6-6

 

KIBUSH CAPITAL CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

for the Periodperiod SEPTEMBER 30, 20162017, December 31, 2018 and JUNE 30, 2017March 31, 2018 (Unaudited)

 

 Common Stock  Preferred Stock    Non               Accumulated   
      Series A Series B     Paid In Controlling Accumulated Stockholders’      Non   Other   
 Shares  Amount  Shares  Shares  Amount  Capital  Interest  Deficit  Deficit  Common Stock Preferred Stock Paid In  Controlling Accumulated Comprehensive Stockholders’ 
Balance at September 30, 2015  77,399,187   77,399   3,000,000       3,000   9,151,960   -63,381   -10,986,677   -1,817,699 
                                    
Common stock issued for repayment of convertible note  165,669,175   165,669               -15,329           150,340 
                                    
Common stock issued for bonus  24,445,000   24,445                           24,445 
Exchange rate variation                          -10       -10 
Net loss                          14,754   -1,301,909   -1,287,155 
                                     Shares Amount Shares Amount Capital Interest Deficit Income Deficit 
Balance at September 30, 2016  267,513,362   267,513   3,000,000   -   3,000   9,136,631   -48,637   -12,288,586   -2,930,078   267,513,362   267,513   3,000,000   3,000   9,136,631   -48,637   -12,288,586   -   -2,930,078 
                                                                        
Common stock issued for repayment of convertible note  208,879,614   208,880               -187,992           20,888   623,254,614   623,255   -   -   -555,867   -   -   -   67,388 
Preference Share B Issued for Consideration at $0.001 per share              5,000,000   5,000               5,000 
                                                                        
Preference Share B issued for Consideration at $0.001 per share  -   -   20,000,000   20,000   -   -   -   -   20,000 
Common stock 1:25 split  (886,808,435)  (886,808)  -   -   886,808   -   -   -   - 
Exchange rate variation  -   -   -   -   -   -   -   -   -1 
Net loss                          -2,046   -94,383   -96,429   -   -   -   -   -   -25,903   -956,730   -   -982,633 
                                                                        
Balance at December 31, 2016  476,392,976   476,393   3,000,000   5,000,000   8,000   8,948,640   -50,683   -12,382,969   -3,000,620 
Balance at September 30, 2017  3,959,541   3,960   23,000,000   23,000   9,467,573   -74,541   -13,245,316   -   -3,825,324 
Common stock issued for repayment of convertible note  30,395,000   30,395   -   -   -27,356   -   -   -   3,039 
Common stock issued for repayment of back salary  150,000,000   150,000   -   -   100,000   -   -   -   250,000 
Exchange rate variation  -   -   -   -   -   -   1   -   - 
Net loss  -   -   -   -   -   -7,297   3,512   -   -3,785 
                                                                        
Balance at December 31, 2017  184,354,541   184,355   23,000,000   23,000   9,540,217   -81,838   -13,241,805   -   -3,576,070 
Common stock issued for repayment of convertible note  9,375,000   9,375               -3,375           6,000   139,000,000   139,000   -   -   -84,700   -   -   -   54,300 
Exchange rate variation                                  -   -   -   -   -   -   -   -   -   -1 
Net loss                          -2,915   8,288   5,373   -   -   -   -   -   -7,645   105,431   -   97,786 
                                                                        
Balance at March 31, 2017  485,767,976   485,768   3,000,000   5,000,000   8,000   8,945,265   -53,598   -12,374,681   -2,989,246 
                                    
Common stock issued for repayment of convertible note  405,000,000   405,000               -364,500           40,500 
Preference Share B Issued for Consideration at $0.001 per share              15,000,000   15,000               15,000 
Exchange rate variation                                  - 
Net loss                          -9,437   -128,446   -137,882 
                                    
Balance at June 30, 2017  890,767,976   890,768   3,000,000   20,000,000   23,000   8,580,765   -63,034   -12,503,127   -3,071,629 
Balance at March 31, 2018  323,354,541   323,355   23,000,000   23,000   9,455,517   -89,483   -13,136,374   -   -3,423,985 

 

-7-7

 

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Business

 

Kibush Capital Corporation (formerly David Loren Corporation) (the “Company”) includes its 90% owned subsidiary Aqua Mining (PNG). See Basis of Presentation below. The Company has two primary businesses: (i) mining exploration within Aqua Mining, and (ii) timber operations in Papua New Guinea by Aqua Mining.

 

Basis of Presentation

 

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

The consolidated financial statements of the Company include the accounts of the Company, and all entities in which a direct or indirect controlling interest exists through voting rights or qualifying variable interests. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

 

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended September 30, 2016.2017.

 

Change in Fiscal Year End

 

The Board of Directors of the Company approved on September 14, 2014, a change in the Company’s fiscal year end is from December 31 to September 30 of each year.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at June 30, 2017,March 31, 2018, the Company has an accumulated deficit of $12,503,127$13,136,374 and $12,288,586$13,245,316 as of September 30, 2016,2017 and has not earned sufficient revenues to cover operating costs since inception and has a working capital deficit. The Company intends to fund its mining exploration through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year.

 

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue mining exploration and execution of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Functional and Reporting Currency

 

The consolidated financial statements are presented in U.S. Dollars. The Company’s functional currency is the U.S. Dollar. The functional currency of Aqua Mining is the Papua New Guinean kina. Assets and liabilities are translated using the exchange rate on the respective balance sheet dates. Items in the income statement and cash flow statement are translated into U.S. Dollars using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded as a separate component of other comprehensive income/(loss) within stockholders’ equity.

 

The functional currency of foreign entities is generally the local currency unless the primary economic environment requires the use of another currency. Gains or losses arising from the translation or settlement of foreign-currency-denominated monetary assets and liabilities into the functional currency are recognized in the income in the period in which they arise. However, currency differences on intercompany loans that have the nature of a permanent investment are accounted for as translation differences as a separate component of other comprehensive income/(loss) within stockholders’ equity.

 

-8-8

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of the principal accounting policies are set out below:

 

Cash

 

The Company maintains its cash balances in interest and non-interest bearingnon-interest-bearing accounts which do not exceed Federal Deposit Insurance Corporation limits.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Kibush Capital and Aqua Mining. All intercompany accounts and transactions have been eliminated.

 

Other Comprehensive Income and Foreign Currency Translation

 

FASB ASC 220-10-05,Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distribution to owners.

 

The accompanying consolidated financial statements are presented in United States dollars.

Reclassifications

Reclassifications have been made to prior year consolidated financial statements in order to conform the presentation to the statements as of and for the period ended September 30, 2014.

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10,Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

 

Use of Estimates

 

The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) requires management to make certain 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 of revenues and expenses during the reporting period. Significant estimates made by management are, recoverability of long-lived assets, valuation and useful lives of intangible assets, valuation of derivative liabilities, and valuation of common stock, options, warrants and deferred tax assets. Actual results could differ from those estimates.

 

Non-Controlling Interests

 

Investments in associated companies over which the Company has the ability to exercise significant influence are accounted for under the consolidation method, after appropriate adjustments for intercompany profits and dividends.

 

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” It requires an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to re-measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles. U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

 

A non-controlling interest in a subsidiary is an ownership interest in a consolidated entity that is reported as equity in the consolidated financial statements and separate from the Company’s equity. In addition, net income/(loss) attributable to non-controlling interests is reported separately from net income attributable to the Company in the consolidated financial statements. The Company’s consolidated statements present the full amount of assets, liabilities, income and expenses of all of our consolidated subsidiaries, with a partially offsetting amount shown in non-controlling interests for the portion of these assets and liabilities that are not controlled by us.

 

-9-

For our investments in affiliated entities that are included in the consolidation, the excess cost over underlying fair value of net assets is referred to as goodwill and reported separately as “Goodwill” in our accompanying consolidated balance sheets. Goodwill may only arise where consideration has been paid.

Property and Equipment

 

Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives as follows:

 

Plant equipment2 to 15 years
Motor Vehicle 
Computer and software14 to 215 years

Office equipment3 to 10 years
Building improvements20 years9

 

Maintenance and repairs are charged to expense as incurred. Renewals and improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the consolidated statement of operations.

 

Impairment of Long-Lived Assets

 

In accordance with FASB ASC 360-10-5,Accounting for the Impairment or Disposal of Long-Lived Assets, the Company evaluates the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. The Company considers the following factors or conditions, among others, that could indicate the need for an impairment review:

 

 Significant under performance relative to expected historical or projected future operating results;
 
Significant changes in its strategic business objectives and utilization of the assets;
 Significant negative industry or economic trends, including legal factors;

 

If the Company determines that the carrying values of long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company’s management performs an undiscounted cash flow analysis to determine if impairment exists. If impairment exists, the Company measures the impairment based on the difference between the asset’s carrying amount and its fair value, and the impairment is charged to operations in the period in which the long-lived asset impairment is determined by management.

 

The carrying value of the Company’s investment in Joint Venture contract with leaseholders of certain Mining Leases in Papua New Guinea represents its ownership, accounted for under the equity method. The ownership interest is not adjusted to fair value on a recurring basis. Each reporting period the Company assesses the fair value of the Company’s ownership interest in Joint Venture in accordance with FASB ASC 325-20-35. Each year the Company conducts an impairment analysis in accordance with the provisions within FASB ASC 320-10-35 paragraphs 25 through 32.

 

Fair Value of Financial Instruments

 

The carrying amounts of the Company’s cash, accounts payable and accrued expenses approximate their estimated fair values due to the short-term maturities of those financial instruments. The Company believes the carrying amount of its notes payable approximates its fair value based on rates and other terms currently available to the Company for similar debt instruments

 

Beneficial Conversion Features of Debentures

 

In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of debentures and related accruing interest is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

 

-10-

Derivative Financial Instruments

 

We apply the provisions of FASB ASC 815-10,Derivatives and Hedging (“ASC 815-10”). Derivatives within the scope of ASC 815-10 must be recorded on the balance sheet at fair value. During the year ended September 30, 2014, the Company issued convertible debt and recorded derivative liabilities related to a reset provision associated with the embedded conversion feature of the convertible debt. The Company computed the fair value of these derivative liabilities on the grant date and various measurement dates using the Black-Scholes pricing model. Due to the reset provisions within the embedded conversion feature, the Company determined that the Black-Scholes pricing model was the most appropriate for valuing these instruments.

 

10

In applying the Black-Scholes valuation model, the Company used the following assumptions during the period ended June 30, 2017:March 31, 2018:

 

  For the period ended 
  June 30, 2017

ended

March 31, 2018

 
Annual dividend yield  - 
Expected life (years)  0.50 – 1.00 
Risk-free interest rate  0.03% — 0.131.7%
Expected volatility  210.12. % — 400.48122%

 

The inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement.

 

The Company determines the fair value of its derivative instruments using a three-level hierarchy for fair value measurements which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market

data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy:

 

Level 1— Valuation based on unadjusted quoted market prices in active markets for identical securities. Currently, the Company does not have any items as Level 1.

 

Level 2— Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Currently, the Company does not have any items classified as Level 2.

 

Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement and involve management judgment. The Company used the Black-Scholes option pricing models to determine the fair value of the instruments.

 

The following table presents the Company’s embedded conversion features of its convertible debt measured at fair value on a recurring basis as of June 30, 2017,March 31, 2018, and as of September 30, 2016:2017:

 

 Carry Value at 
 Carry Value at  March 31, September 30, 
 June 30, 2017  September 30, 2016  2018  2017 
Derivative liabilities:                
Embedded conversion features – notes $865,386  $986,700 
Embedded conversion features - notes $895,770  $1,333,021 
Total derivative liability $865,386  $986,700  $895,770  $1,333,021 

 

  June 30, 2017  September 30, 2016 
Change in fair value included in other income (expense), net -144,698  -7,525 
  March 31,  September 30, 
  2018  2017 
Change in fair value included in other income (expense), net  437,251   -260,737 

 

-11-11

 

The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs:

 

 For the year ended For the year ended  For the year ended For the year ended 
 June 30, 2017 September 30, 2016  March 31, September 30, 
      2018  2017 
Embedded Conversion             
Features - Notes:             
Balance at beginning of year $986,700  $498,417  $1,333,021  $986,700 
Change in derivative liabilities $23,384  $495,808  $(874,502) $607,058 
Net change in fair value included in net loss  (144,698)  (7,525)  437,251   (260,737)
Ending balance $865,386  $986,700  $895,770  $1,333,021 

 

The Company re-measures the fair values of all its derivative liabilities as of each period end and records the net aggregate gain/loss due to the change in the fair value of the derivative liabilities as a component of other expense, net in the accompanying consolidated statement of operations. During the years ended September 30, 20162017 and the 96 months ended June 30, 2017,March 31, 2018, the Company recorded a net increase (decrease) to the fair value of derivative liabilities balance of $ (144,698)(260,737) and $ (7,525),437,251, respectively.

 

Loss per Share

 

The Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive.

 

Income Taxes

 

Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Mineral Property, Mineral Rights (Claims) Payments and Exploration Costs

 

Pursuant to EITF 04-02, “Whether Mineral Rights are Tangible or Intangible Assets and Related Issues”, the Company has an accounting policy to capitalize the direct costs to acquire or lease mineral properties and mineral rights as tangible assets. The direct costs include the costs of signature (lease) bonuses, options to purchase or lease properties, and brokers’ and legal fees. If the acquired mineral rights relate to unproven properties, the Company does not amortize the capitalized mineral costs, but evaluates the capitalized mineral costs periodically for impairment. The Company expenses all costs related to the exploration of mineral claims in which it had secured exploration rights prior to establishment of proven and probable reserves.

 

Accounting Treatment of Mining Interests

 

At this time, the Company does not directly own or directly lease mining properties. However, the Company does have contractual rights and governmental permits which allow the Company to conduct mining exploration on the properties referenced in this report. These contractual relationships, coupled with the government permits issued to the Company (or a subsidiary), are substantially similar in nature to a mining lease. Therefore, we have treated these contracts as lease agreements from an accounting prospective.

 

12

Research and Development

 

Research and development costs are recognized as an expense in the period in which they are incurred. The Company incurred no research and development costs for the quarter ended June 30, 2017.

-12-

March 31, 2018.

 

Recent Accounting Pronouncements

 

New accountingIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. The amendments in ASU 2014-09 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The standard permits the use of either the retrospective or cumulative effect transition method. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. In December 2016, the FASB issued ASU2016-20; Technical Corrections and Improvements to Topic 606. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. The Company is evaluating the effect the ASUs will have on its consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of these standards on our ongoing financial reporting.

Development State Entities. In June 2014, the FASB issued ASU 2014-15, “Presentation of Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-10 – Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, IncludingStatements-Going concern (Subtopic 205-40) which provides guidance to an Amendmentorganization’s management, with principles and definitions that are intended to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date informationreduce diversity in the statementstiming and content of income, cash flows,disclosures that are commonly provided by organizations today in the financial statement footnotes. This guidance in ASU 2014-15 is effective for annual periods ending after December 15, 2016, and shareholder equity, (2) labelinterim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not expect that the adoption will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs”, which changes the presentation of debt issuance costs in the financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as those of a development stage entity, (3) disclose a descriptiondirect deduction from the related debt liability rather than as an asset. Amortization of the development stage activities in which the entitycosts will continue to be reported as interest expense. The guidance is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014,2016, with early adoption permitted. The guidance will be applied retrospectively to each period presented. The adoption of this standard update is not expected to have any impact on our financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and interim periods therein. For other entities,net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of ASU 2015-11 to have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 are effective for public business entities for financial statements issued for annual reporting periods beginning after December 15, 2014,2016, and interim reporting periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We do not expect that the adoption will have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The amendments in ASU 2016-01 are effective for public companies for fiscal years beginning after December 15, 2015.2017, including interim periods within those fiscal years. We do not expect that the adoption will have a material impact on our consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We do not expect that the adoption will have a material impact on our consolidated financial statements.

13

In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after December 15, 2016 including interim periods therein. Early applicationadoption is permitted. The new standard should be applied prospectively for investments that qualify for the equity method of eachaccounting after the effective date. We do not expect that the adoption will have a material impact on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted but requires all elements of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

The Company has early adopted ASU 2014-10 commencing with its financial statements for the year ended September 30, 2014 and subsequent periods.

Accounting standards to be adopted in future periodsat once rather than individually. We are evaluating the effect that ASU No. 2016-09 will have on our consolidated financial statements and related disclosures.

 

In May 2014,June 2016, the Financial Accounting Standards Board (FASB)FASB issued an Accounting Standards Update (ASU)(“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which providesrequires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently assessing the potential impact of ASU 2016-15 on our financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for revenue from contracts with customers. The core principlethe income tax consequences of intra-entity transfers of assets other than inventory. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. We do not anticipate that the adoption of this ASU to have a significant impact on our consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are Under Common Control. The amendments in this ASU change how a reporting entity that is that anthe single decision maker of a variable interest entity should recognize revenue to depict the transfer of promised goods or services to customerstreat indirect interests in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services.

To achieveheld through related parties that core principle, anare under common control with the reporting entity would be required to applywhen determining whether it is the following five steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation.primary beneficiary of that variable interest entity. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update 2016-18 (ASU 2016-18), Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-01; Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU revises the definition of a business. To be considered a business, an acquisition would have to include, at a minimum, an input and a substantive process that together contribute to the ability to create outputs. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. Early adoption is permitted. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-04; Intangibles – Goodwill and Other (Topic350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments in this ASU are effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

14

In February 2017, FASB has delayedissued Accounting Standards Update 2017-05; Other Income—Gains and Losses from the revenue recognitionDerecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The amendments in this ASU was issued to clarify the scope of ASC 610-20, including what constitutes an “in substance nonfinancial asset,” and provide guidance on partial sales of nonfinancial and in substance assets. The effective date by one yearand transition requirements for ASU 2017-05 are the same as the effective date and transition requirements of Topic 606 and must be applied at the same date that Topic 606 is initially applied, which is effective for interim and annual reporting periods beginning after December 31,15, 2017. Consistent with Topic 606, early adoption is permitted.

 

Entities willIn February 2017, FASB issued Accounting Standards Update 2017-06; Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). The amendments in this ASU requires an employee benefit plan within the scope of Topic 960,1 962,2 or 9653 to present its interest in a master trust and the change in its interest in that master trust as single line items in the statement of net assets available for benefits and the statement of changes in net assets available for benefits, respectively. In addition, the amendments update and align the disclosure requirements for an interest in a master trust across Topics 960, 962, and 965. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

In March 2017, FASB issued Accounting Standards Update 2017-07; Compensation—Retirement Benefits (Topic 715): Improving the optionPresentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU requires sponsors of benefits plans to present service cost in the same line item or items as other current employee compensation costs and present the remaining components of net benefit cost in one or more separate line items outside of income from operations (if that subtotal is presented), and limit the components of net benefit cost eligible to be capitalized (for example, as a cost of inventory or self-constructed assets) to service cost. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. These amendments are to be applied retrospectively for the presentation of service cost and other components of net benefit costs, and prospectively for the capitalization of service cost. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.

In March 2017, FASB issued Accounting Standards Update 2017-08; Receivables—Non-refundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shortens the amortization period for certain purchased callable debt securities held at a premium. Specifically, it requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount. The discount continues to be amortized to maturity. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.

In May 2017, FASB issued Accounting Standards Update 2017-09; Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the final standard retrospectively or useadoption of this ASU to have a modified retrospective method, recognizingmaterial effect on our consolidated financial statements.

In May 2017, FASB issued Accounting Standards Update 2017-10; Service Concession Arrangements (Topic 853): Determining the cumulative effectCustomer of the Operation Services (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU eliminates the current diversity in retained earningsthe determination of the identity of the “customer” in service concession arrangements. The customer will be the “grantor”, rather than any third-party users of the services provided by the operating entity. Further, the operating entity should expense the cost of major maintenance as incurred because the grantor’s infrastructure is not an asset of the operating entity. The amendments in this ASU is the same effective date for Topic 606 which is effective for interim and annual periods beginning after December 15, 2017. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

15

In July 2017, FASB issued Accounting Standards Update 2017-11; Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non controlling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.

In August 2017, FASB issued Accounting Standards Update 2017-12; Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidance in this ASU will result in the simplification of certain accounting requirements for hedging activities, resolve hedge accounting practice issues that have arisen under the current guidance, and better align hedge accounting with an organization’s risk management activities. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early application is permitted in any interim period after issuance of the amendments for existing hedging relationships on the date of initial application. An entity willadoption. We do not restate prior periods if it usesexpect the modified retrospective method, but will beadoption of this ASU to have a material effect on our consolidated financial statements.

In December 2017, FASB issued Accounting Standards Update 2017-15;Codification Improvements to Topic 995, U.S. Steamship Entities: Elimination of Topic 995. The amendments in this ASU affect all entities that have unrecognized deferred taxes related to statutory reserve deposits that were made on or before December 15, 1992. Entities are required to discloserecognize the amount by which each financial statement line item is affectedunrecognized income taxes in the current reporting period by the application of the ASU as compared to the guidanceaccordance with Topic 740. The amendments in effect prior to the change, as well as reasons for significant changes. The Company will adopt the updated standard in the first quarter of 2017. The Company is currently evaluating the impact that implementing this ASU will haveare effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the potential impact of ASU 2017-15 on itsour financial statements and disclosures, as well as whether it will use the retrospective or modified retrospective method of adoption.related disclosures.

 

Company managementOther accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not believe that therequire adoption of recently issued accounting pronouncements willuntil a future date are not expected to have a significantmaterial impact on the Company’sour consolidated financial position, results of operations, or cash flows.statements upon adoption.

 

NOTE 3 – INVESTMENTS IN SUBSIDIARIES

 

The Company owns interests in the following entities which was recorded at their book value since they were related party common control acquisitions.

 

  Investment  Ownership % 
         
Aqua Mining (PNG)  34   90%


 

As Aqua Mining (PNG) Ltd was acquired from a related entity, Five Arrows Limited (see Note 910 – Business Combinations), the shares were recorded in the accounts at their true cost value.

-13-

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

 June 30, 2017 September 30, 2016  March 31, September 30, 
Buildings and Improvements $-  $- 
 2018  2017 
     
Plant Equipment  26,630   16,073   65,869   58,363 
Computer Equipment  -   - 
Office Equipment  -   - 
Motor Vehicle  111,585   111,585   111,585   111,585 
 $138,215  $127,658   177,454   169,947 
Less accumulated depreciation  -41,840   -27,367   -56,469   -47,792 
 $96,375  $100,291  $120,985  $122,155 

 

Depreciation expense was approximately $22,289$20,425 for the year ended September 30, 20162017 and $14,529$8,509 for the 96 months ended June 30, 2017.March 31, 2018.

16

 

NOTE 5 – CONVERTIBLE NOTES PAYABLE

 

 June 30, 2017  March 31, 2018 
 Note face amount Debt Discount Net Amount of Note  Note face amount  Debt Discount  Net Amount of Note 
2011 Note $22,166  $-  $22,166  $22,166  $            -  $22,166 
2012 Note  48,000   -   48,000   48,000   -   48,000 
2013 Note  12,000   -   12,000   12,000   -   12,000 
2014 Note  9,000   -   9,000   9,000   -   9,000 
2016 Note  -   -   -   -   -   - 
2016 Note  25,000   -   25,000 
2017 Note  12,300   -   12,300   5,461   -   5,461 
Total $128,466  $-  $128,466  $96,627  $-  $96,627 

 

  September 30, 2016 
  Note face amount  Debt Discount  Net Amount of Note 
2011 Note $22,166  $-  $22,166 
2012 Note  48,000   -   48,000 
2013 Note  12,000   -   12,000 
2014 Note  92,300   -   92,300 
2016 Note  10,125   -   10,125 
2016 Note  25,000   -   25,000 
2016 Note  25,000   -   25,000 
Total $234,591  $-  $234,591 

-14-

  September 30, 2017 
  Note face amount  Debt Discount  Net Amount of Note 
2011 Note $22,166  $           -  $22,166 
2012 Note  48,000   -   48,000 
2013 Note  12,000   -   12,000 
2014 Note  9,000   -   9,000 
2016 Note  25,000   -   25,000 
2017 Note  12,300   -   12,300 
Total $128,466  $-  $128,466 

 

2011 Note

 

On May 1, 2011, the Company issued a 2.00% Convertible Note due April 30, 2012 with a principal amount of $32,000 (the “2011 Note”) for cash. Interest on the 2011 Note is accrued annually effective from May 1, 2011 forward. The 2011 Note is unsecured and repayable on demand. The 2011 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $22,166. As of June 30, 2017, the note has been discounted by $0.

 

2012 Note

 

On January 2, 2012, the Company issued a 2.00% Convertible Note due January 1, 2013 with a principal amount of $48,000 (the “2012 Note”) for cash. Interest on the 2012 Note is accrued annually effective from January 2, 2012 forward. The 2012 Note is unsecured and repayable on demand. The 2012 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $48,000. As of June 30, 2017, the note has been discounted by $0.

 

2013 Note

 

On January 3, 2013, the Company issued a 2.00% Convertible Note due January 2, 2014 with a principal amount of $12,000 (the “2013 Note”) for cash. Interest on the 2013 Note is accrued annually effective from January 3, 2013 forward. The 2013 Note is unsecured and repayable on demand. The 2013 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

17

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $12,000. As of June 30, 2017, the note has been discounted by $0.

 

2014 Note

 

On August 25, 2014, the Company issued two 12.00% Convertible Promissory Note due February 25, 2015 with a principal amount of $50,000 each (the “2014 Note”) for cash. Interest on the 2014 Note is accrued annually effective from August 25, 2014 forward. The 2014 Note is unsecured.

 

The notes are convertible at a conversion price the lesser of (a) $0.25 per share, or (b) the price per share as reported on the Over-the-Counter Bulletin Board on the conversion date. The Note Holders also received Warrants to purchase an aggregate of 800,000 shares of our common stock at an initial exercise price of $0.25 per share. Each of the Warrants has a term of five (5) years.

 

The embedded conversion feature of the 2014 Notes and Warrants were recorded as derivative liabilities in accordance with relevant accounting guidance due to the variable conversion price of the 2014 Notes. The fair value on the grant date of the embedded conversion feature of the convertible debt was $145,362 as computed using the Black-Scholes option pricing model.

 

The Company established a debt discount of $100,000, representing the value of the embedded conversion feature inherent in the convertible debt and warrant, as limited to the face amount of the debt. The debt discount is being amortized over the life of the debt using the straight-line method over the terms of the debt, which approximates the effective-interest method. For the year ended September 30, 2014, the Company recorded amortization of the debt discount of $19,566. The balance of the debt discount was $80,434 at September 30, 2014. For the quarter ended June 30, 2017,March 31, 2018, the Company recorded amortization of the debt discount of $0. The balance of the debt discount was $0 at June 30, 2017.March 31, 2018. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $9,000.

-15-

 

2016 Notes

 

On January 5, 2016, the Company issued a $47,615 Convertible Promissory Note to the McGee Law Firm for services rendered. The Note was due on October 31, 2016 and carried interest at 12.0% per annum. On or after May 1, 2016, at the option of the holder, the then outstanding amount of the Note was convertible into common stock of the Company at a conversion price equal to the lesser of $0.01 per share or 50% of the three lowest closing prices average for the 10 business days prior to the conversion date.

 

On August 11, 2016, the Company restructured a portion a Convertible Promissory Note issued on January 5, 2016 in conjunction with an assignment of that Note. The restructured Note was a 9.00% Convertible Promissory Note due August 11, 2017 with a principal amount of $30,000. Interest on the 2016 Note is accrued annually effective from September 1, 2016 forward. This Note was unsecured and repayable on demand. The 2016 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $0. As of June 30, 2017, the note has been discounted by $0.

 

On September 13, 2016, the Company restructured a portion a Convertible Promissory Note issued on January 5, 2016 in conjunction with an assignment of that Note. The restructured Note was a 9.00% Convertible Promissory Note due September 13, 2017 with a principal amount of $15,836.32. Interest on the 2016 Note is accrued annually effective from October 1, 2016 forward. The 2016 Note is unsecured and repayable on demand. The 2016 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $0. As of June 30, 2017, the note has been discounted by $0.

 

On August 23, 2016, the Company issued a 9.00% Convertible Promissory Note due August 23, 2017 with a principal amount of $25,000 for cash. Interest on the 2016 Note is accrued annually effective from October 1, 2016 forward. The 2016 Note is unsecured and repayable on demand. The 2016 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

18

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $0. As of June 30, 2017, the note has been discounted by $0.

 

On September 17, 2016, the Company issued a 9.00% Convertible Promissory Note due September 17, 2017 with a principal amount of $25,000 for cash. Interest on the 2016 Note is accrued annually effective from October 1, 2016 forward. The 2016 Note is unsecured and repayable on demand. The 2016 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $25,000.$0. As of June 30, 2017,March 31, 2018, the note has been discounted by $0.

 

2017 Notes

 

On October 28, 2016, the Company restructured a portion a Convertible Promissory Note issued on August 25, 2014 in conjunction with an assignment of that Note. The restructured Note was a 9.00% Convertible Promissory Note due October 28, 2017 with a principal amount of $35,000. Interest on the 2016 Note is accrued annually effective from November 1, 2016 forward. The 2017 Note is unsecured and repayable on demand. The 2017 Note is senior in right to all existing and future indebtedness which is subordinated by its terms and at the option of the Lender, the principal along with any accrued interest may be converted in whole or part into Common Stock at a price of $0.001.

 

-16-

As this note carries a conversion rate that is less than market rate, the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the note, which with respect to this note is 12 months. The face amount of the outstanding note as of June 30, 2017,March 31, 2018, is $12,300.$5,461. As of June 30, 2017,March 31, 2018, the note has been discounted by $0.

 

NOTE 6 – LOAN FROM RELATED PARTY

 

Convertible Notes Issued to the President and Director of Kibush Capital Corporation:

 

 June 30, 2017      
 Note face amount  Debt Discount  Net Amount of note  March 31, 2018      
        Note face amount  Debt Discount  Net Amount of note 
Loan from related party $1,330,277  $0  $1,330,277  $1,564,736  $       0  $1,564,736 
                        
Total $1,330,277  $0  $1,330,277  $1,564,736  $0  $1,564,736 

 

  September 30, 2017       
  Note face amount  Debt Discount  Net Amount of note 
             
Loan from related party $1,417,065  $0  $1,417,065 
             
Total $1,417,065  $0  $1,417,065 

  September 30, 2016       
  Note face amount  Debt Discount  Net Amount of note 
          
Loan from related party $1,162,741  $0  $1,162,741 
             
Total $1,162,741  $0  $1,162,741 
19

 

On March 31, 2014, the Company issued a 12.50% Convertible Promissory Note due March 31, 2015 with a principal amount of $157,500 (the “March 2014 Note”) for cash. Interest on the March 2014 Note is accrued annually effective from March 31, 2014 forward. The March 2014 Note is unsecured. The note is convertible into common stock at a price of 50 percent of the average closing bid price, determined on the then current trading market for the ten business days prior to the conversion date.

 

The embedded conversion feature of the March 2014 Notes was recorded as derivative liabilities in accordance with relevant accounting guidance due to the variable conversion price of the March 2014 Notes. The fair value on the grant date of the embedded conversion feature of the convertible debt was $305,039 as computed using the Black-Scholes option pricing model.

 

The Company established a debt discount of $157,500, representing the value of the embedded conversion feature inherent in the convertible debt, as limited to the face amount of the debt. The debt discount is being amortized over the life of the debt using the straight-line method over the terms of the debt, which approximates the effective-interest method. For the year ended September 30, 2014, the Company recorded amortization of the debt discount of $78,966. The balance of the debt discount was $78,534 at September 30, 2014. As of June 30, 2017,March 31, 2018, the balance of the debt discount was $0.

 

On June 30, 2014, the Company issued a 12.50% Convertible Promissory Note due June 30, 2015 with a principal amount of $110,741 (the “June 2014 Note”) for cash. Interest on the June 2014 Note is accrued annually effective from June 30, 2014 forward. The June 2014 Note is unsecured. The note is convertible into common stock at a price of 50 percent of the average closing bid price, determined on the then current trading market for the ten business days prior to the conversion date.

 

The embedded conversion feature of the June 2014 Note was recorded as derivative liabilities in accordance with relevant accounting guidance due to the variable conversion price of the June 2014 Note. The fair value on the grant date of the embedded conversion feature of the convertible debt was $213,207 as computed using the Black-Scholes option pricing model.

 

-17-

The Company established a debt discount of $110,741 representing the value of the embedded conversion feature inherent in the convertible debt, as limited to the face amount of the debt. The debt discount is being amortized over the life of the debt using the straight-line method over the terms of the debt, which approximates the effective-interest method. For the year ended September 30, 2014, the Company recorded amortization of the debt discount of $27,913. The balance of the debt discount was $82,828 at September 30, 2014. As of June 30, 2017,March 31, 2018, the balance of the debt discount was $0.

 

On September 30, 2014, the Company issued a 12.50% Convertible Promissory Note due September 30, 2015 with a principal amount of $98,575 (the “September 2014 Note”) for cash. Interest on the September 2014 Note is accrued annually effective from September 30, 2014 forward. The September 2014 Note is unsecured. The note is convertible into common stock at a price of 50 percent of the average closing bid price, determined on the then current trading market for the ten business days prior to the conversion date.

 

The embedded conversion feature of the September 2014 Notes was recorded as derivative liabilities in accordance with relevant accounting guidance due to the variable conversion price of the September 2014 Note. The fair value on the grant date of the embedded conversion feature of the convertible debt was $181,771 as computed using the Black-Scholes option pricing model.

 

The Company established a debt discount of $98,575 representing the value of the embedded conversion feature inherent in the convertible debt, as limited to the face amount of the debt. The debt discount is being amortized over the life of the debt using the straight-line method over the terms of the debt, which approximates the effective-interest method. For the year ended September 30, 2014, the Company recorded amortization of the debt discount of $0. The balance of the debt discount was $98,575 at September 30, 2014. As of June 30, 2017,March 31, 2018, the balance of the debt discount was $0.

 

As of September 30, 2014, and 2013, cumulative interest of $96,579 and $0 respectively, has been accrued on these notes.

 

The Company established a debt discount of $61,273 representing the value of the embedded conversion feature inherent in the convertible debt, as limited to the face amount of the debt. The debt discount is being amortized over the life of the debt using the straight-line method over the terms of the debt, which approximates the effective-interest method. For the quarter ended June 30, 2017,March 31, 2018, the Company recorded amortization of the debt discount of $0. The balance of the debt discount was $0 at June 30, 2017.March 31, 2018.

 

On October 1, 2016, the Company issued an 8% Promissory Note due September 30, 2017 with a principal amount of $155,300 (the “October 2016 Note”) for cash received between the period September 30, 2014 and April 28,2015. No interest was to accrue on the first two years of the loan, interest on the October 2016 Note is to be accrued annually effective from October 1, 2016 forward. The October 2016 Note is unsecured. Cavenagh Capital Corporation is a shareholder in Kibush Capital Corporation.

 

NOTE 7 – STOCKHOLDER’S DEFICIT

 

Common Stock

 

On August 22, 2013, the Company’s Board authorized a 225:1 reverse stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split.

 

On October 12, 2013, the Company issued by director’s resolution, 10,000,000 shares of newly issued common stock for the purchase of a Memorandum of Understanding (dated September 2, 2013) from a related company (Five Arrows Limited); which gave Kibush Capital Corporation the right to acquire 80% ownership in Instacash Pty Ltd, an Australian Currency Services provider, and corporate trustee of the Instacash Trust. As this transaction was with a related party, the value was recorded at the par value of the stock i.e. $0.001 per share of common stock.

 

Between October 23, 2013 and September 30, 2014, the Company issued a total of 3,274,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $3,274 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

On February 28, 2014, the Company issued by director’s resolution, 40,000,000 shares of newly issued common stock to conclude a Assignment and Bill of Sale (dated February 14, 2014) from a related company (Five Arrows Limited); which gave Kibush Capital Corporation the right to enter into a Joint Venture contract with the leaseholders of certain Mining Leases in Papua New Guinea. As this transaction was with a related party, the value was recorded at par value of the stock i.e. $0.001 per share of common stock.

 

-18-

Between November 1, 2014 and March 31, 2015, the Company issued a total of 4,560,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $3,274 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

Between April 1, 2016 and September 30, 2016, the Company issued a total of 190,114,175 shares of common stock upon the requests from convertible note holders to convert principal totaling $190,114 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

Between October 1, 2016 and December 31, 2016, the Company issued a total of 208,879,614 shares of common stock upon the requests from convertible note holders to convert principal totaling $208,880 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

Between January 1, 2017 and March 31, 2017, the Company issued a total of 9,375,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $9,375 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

Between April 1, 2017 and June 30, 2017, the Company issued a total of 405,000,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $405,000 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

On August 23, 2017, the Company’s Board authorized a 1:25 reverse stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split.

Between October 1, 2017 and December 31, 2017, the Company issued a total of 180,395,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $180,395 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

Between January 1, 2018 and March 31, 2018, the Company issued a total of 139,000,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $139,000 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

Preferred Stock

 

Preferred stock includes 50,000,000 shares authorized at $0.001 par value, of which 10,000,000 have been designated Series A and 5,000,000 designated as Series B. A total of 3,000,000 shares of Series A preferred stock are issued and outstanding as of June 30, 2017,March 31, 2018, and September 30, 2016.2017. A total of 20,000,000 shares of Series B preferred stock were outstanding as of June 30, 2017. No shares of Series B preferred stock were outstanding as of September 30, 2016.March 31, 2018.

20

 

NOTE 8 – INCOME TAXES

 

The provision/(benefit) for income taxes for the period ended June 30, 2017 and the year ended September 30, 2017 and 2016 was as follows (assuming a 15% effective tax rate)

 

 September 30, September 30, 
 June 30, 2017 September 30, 2016  2017  2016 
Current Tax Provision                
Federal-                
Taxable Income  -   -   -   - 
Total current tax provisions  -   -   -   - 
 $-  $-  $-  $- 
                
Deferred Tax Provision                
Federal-                
Loss carry forwards $214,541  $195,286  $143,510  $195,286 
Change in valuation allowance -$214,541 -$195,286 $-143,510  $-195,286
Total deferred tax provisions $-  $-  $-  $- 

The Company provided a valuation allowance equal to the deferred income tax assets for period ended September 30, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of JuneSeptember 30, 2017, the Company had approximately $12,503,127$13,245,316 in tax loss carry forwards that can be utilized future periods to reduce taxable income, and the carry forward incurred for the year ended September 30, 20162017 will expire by the year 2035.

 

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

 

The federal income tax returns of the Corporation are subject to examination by the IRS, generally for three years after they are filed.

-19-

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Details of transactions between the Corporation and related parties are disclosed below.

 

The following transactions were carried out with related parties:

 

 June 30, 2017 September 30, 2016  March 31, 2018  September 30, 2017 
          
Loan from related party $1,330,277  $1,162,741  $1,564,736  $1,417,065 
Convertible Loans (B) $128,466  $234,591  $96,627  $128,466 
Total $1,458,743  $1,397,332  $1,661,363  $1,545,531 

 

(a) From time to time, the president and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.

 

(b) See Note 6 for details of Convertible notes.

 

(c) On April 29, 2015, the Company issued 3,001,702 shares of its common stock to Warren Sheppard (previously authorized by for issuance by the company on December 10, 2014) pursuant to his employment agreement.

 

(d) Between April 1, 2015 and June 24, 2015, the Company issued a total of 4,000,000 shares of common stock upon the requests from convertible note holders to convert principal totaling $4,000 into the Company’s common stock based on the terms set forth in the loans. The conversion rate was $0.001.

 

(e) The Company has entered into related party acquisitions. Details of these transactions are provided therewith Five Arrows, as described in more detail in Note 10 below.

21

 

NOTE 10 – INVENTORIES

Inventories are valued at cost. Cost is determined using the first-in, first-out method. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. There are three types of inventory in three stages of completion. Raw materials comprise of logs that are on the ground and at the log pond; Work-in-progress comprise of rough sawn timber at the Rigo site whilst Finished goods are planed, straightened timber at Laloki for sale. Each would have a different wholesale value depending on the level of processing.

  For 9 months ended  For the year ended 
  June 30, 2017  September 30, 2016 
Inventories        
Raw Materials (at cost) $9,515  $- 
Work-in-progress (at cost)  913   - 
Finished goods (at cost)  17,255   - 
Total Inventories (at cost) $27,683  $- 

 

NOTE 1110 – BUSINESS COMBINATIONS

 

Set out below are the controlled and non-controlled members of the group as of June 30, 2017,March 31, 2018, which, in the opinion of the directors, are material to the group. The subsidiaries as listed below have share capital consisting solely of ordinary shares, which are held directly by the Company; the country of incorporation is also their principal place of business.

 

-20-

Name of Entity Country of Incorporation Acquisition Date Voting
Equity
Interests
Nature of Relationship 
Aqua Mining (PNG) Ltd Papua New Guinea 28-Feb-2014  90%Note 1

Note 1: On February 14, 2014, the Company entered into an Assignment and Bill of Sale with Five Arrows Limited (“Five Arrows”), a related party, pursuant to which Five Arrows agreed to assign to the Company all of its right, title and interest in two 50 ton per hour trammels, one 35 ton excavator, a warehouse/office, a concrete processing apron and four 35 ton per hour particle concentrators for use in our mining exploration. In consideration, the Company issued 40,000,000 shares of its common stock to Five Arrows. On February 28, 2014, the Company entered into a joint venture agreement with the holders of alluvial gold mining leases (“Leaseholders”) of Mining Leases covering approximately 26 hectares located at Koranga in Wau, Morobe Province, Papua, New Guinea for gold mining exploration (“Joint Venture Agreement”). The Joint Venture Agreement entitles the leaseholders to 30% and the Company to 70% of net profits from the joint venture. The Company will manage and carry out mining exploration at the site, including entering into contracts with third parties and subcontractors (giving priority to the Leaseholders and their relatives and the local community for employment opportunities and spin-off business) at its cost, and all assets, including equipment and structures built on the site, will be the property of the Company. The Leaseholders and the Company will each contribute 1% from their share of net profits to a trust account for landowner and government requirements.

On July 27, 2015, we recently received a 5-year extension for our Mining Lease of ML 296-301 from the Mining Resource Authority in Papua New Guinea. ML 296-301 is part of the Koranga Joint Venture and is controlled by our subsidiary Aqua Mining.

 

NOTE 1211 – LEGAL PROCEEDINGS

 

On SeptemberWe are not presently a party to any litigation.

NOTE 12 2016, we commenced an action against Alexander King (“King”) and other defendants, in the Supreme Court of Victoria (Australia) as Case No. S ECI 2016 01205, In the matter of Angel Jade Pty Ltd (ACN 146 720 578) regarding the Company’s ownership of Angel Jade. On February 14, 2017, the Company settled this litigation in exchange for a cash payment of $175,000 AUS (Appox. $134,000 US), as disclosed in the Company’s 8-K filed on February 14, 2016.- CONTINGENT LIABILITIES

None.

 

NOTE 13 – SUBSEQUENT EVENTS

 

On August 16, 2017, the Company filed a Certificate of Amendment with the Nevada Secretary of State to effect a 225 for 1 reverse stock split. The Company is waiting for approval and an effective date from FINRA.None.

 

NOTE 14 – INVENTORY

Inventories are valued at cost. Cost is determined using the first-in, first-out method. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. There are three types of inventory in three stages of completion. Raw materials comprise of logs that are on the ground and at the log pond; Work-in-progress comprise of rough sawn timber at the Rigo site whilst Finished goods are planed, straightened timber at Laloki for sale. Each would have a different wholesale value depending on the level of processing.

Management is unable to verify the stocktake and valuation at year end. Accordingly, for the year ended September 30, 2017, and for the 6 months ended March 31, 2018 we written down the amounts to zero to accommodate that situation.

  For 6 months ended  For year ended  For 9 months ended 
  March 31,  September 30,  June 30, 
  2018  2017  2017 
Inventories            
Raw Materials (at cost) $            -  $     -  $9,515 
Work-in-progress (at cost)  -   -   913 
Finished goods (at cost)  -   -   17,255 
Total Inventories (at cost) $-  $-  $27,683 

22

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 

Cautionary Notice Regarding Forward Looking Statements

 

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 

-21-

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Overview

 

Kibush Capital Corp. (the “Company”, “We”, or “Us”) is an exploration stage company as defined by the Security and Exchange Commission’s (“SEC”) Industry Guide 7 as the Company has no established reserves as required under the Industry Guide 7. The Company is undertaking mineral exploration activities in Australia and Papua New Guinea. Our business is currently comprised our subsidiary Aqua Mining. Our Aqua Mining subsidiary is active in timber processing and mineral exploration in Papua New Guinea.

 

Results of Operations

 

Three Months and NineSix Months Ended June 30, 2017March 31, 2018 Compared to Three Months and NineSix Months Ended June 30, 2016March 31, 2017

 

During the threesix months ended June 30, 2017,March 31, 2018, we recognized $24,176$48,063 in revenue. We recognized $20,618$41,431 revenue during the threesix months ended June 30, 2016. We had a net loss for the three months ended June 30, 2017, of $128,446 and a net loss of $264,734 for the three months ended June 30, 2016.March 31, 2017. The loss for the period ended June 30, 2017 was significantly better than the loss which occurred during the same period in 2016, primarily due to closing the operations at Brown River. However, our general and administrative expenses did increase by $76,763 for the period ended June 30, 2017, as compared to the period ended June 30, 2016.

During the nine months ended June 30, 2017, we recognized $65,860 in revenue. We recognized $93,044 revenue during the nine months ended June 30, 2016. We anticipate revenue will increase in the Quarter ending September 30, 2017 as operations should startrevenue is attributable to be normalized. Processing for the June quarter was not continuous for this period as access to and from Rigo logging site required the repair and in some areas a complete rebuild of 17 km’s of access road as a direct result of the rainy season. Having repaired and readied 2 Jinkers it was necessary to undertake this road maintenance to allow the equipment to travel unimpeded to the main road to Port Moresby. While much of the repair work has been completed, there remains a small section of road to be repaired. Completion of the repair work should allow the Company to make deliveries to the processing sites and direct to customers without further delay. Our ability to generate income in the future will greatly depend on the success of our timber operations and mineral exploration activities.

 

We had a net lossprofit for the ninesix months ended June 30, 2017,March 31, 2018, of $214,541$108,943 and a net loss of $1,000,096$86,095 for the ninesix months ended June 30, 2016.March 31, 2017. The lossprofit for the period ended June 30, 2017March 31, 2018 was lessmore than the loss which occurred during the same period in 2016, as in June 2016 we were incurring costs in closing down the Brown River TA operations. However, our2017. Our general and administrative expenses did decreaseincrease by $200,472$69,514 for the period ended June 30, 2017,March 31, 2018, as compared to the period ended June 30, 2016.March 31, 2017. The profit was attributable to the improved revenues from the Logging Operations and a decrease in the cost of the derivative financing expense.

 

23

We will need additional capital to expand operations and anticipate seeking both debt and equity capital in 2017. Additionally, as our exploration activities are in their infancy and since such activity may be speculative in nature, it is difficult to predict our ability to generate sufficient revenue to generate positive cash flows. Currently our biggest expenses are related to general and administrative costs are Wages for Personnel. We anticipate these expenses will remain constant during 2017; however, that could change based upon market conditions.

 

Liquidity and Capital Resources

 

As of June 30, 2017,March 31, 2018, the Company had $2,608only $2,652 cash or cash equivalents on hand. However, as of that date, we had total current assets of $77,603$11,074 and total current liabilities of $3,298,981$3,598,439 resulting in a working capital deficit of $3,221,377.$3,587,365. As of June 30, 2016,March 31, 2017, the Company had total current assets of $13,750$172,654 and total current liabilities of $2,939,063$3,301,790 resulting in a working capital deficit of $2,925,312.$3,129,136. The increase in working capital deficit arose mainly due to increase in loans owing to related parties, who provided advances to the Company for working capital purposes. The Company intends to fund its exploration through the revenues from the logging activities and the sale of its equity securities. However, there can be no assurance that the Company will be successful doing so. We do not currently have any otherno agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. We currently believe that the Company will need approximately $1,000,000 over the next 12 months to cover our planned mining exploration, without such funds our planned mining exploration will remain on hold. The Company will be undertaking capital expenditures on our logging operations over the next 12 months, and we anticipate capital expenditures of approximately $1,000,000 during such period.

-22-

 

Factors Affecting Future Mineral Exploration Results

 

We have generated no revenues from mining exploration, since inception. As a result, we have only a limited history upon which to evaluate our future potential performance. Our potential must be considered by evaluation of all risks and difficulties encountered by exploration companies which have not yet established business operations and anticipated results and situations of entering active exploration activities.

 

Factors Affecting Future Timber Logging Results

We have generated revenues now for 3 consecutive quarters, the June quarter was affected by repairing the access road from the logging area to the sealed road to Port Moresby. We now have 2 regions under License totaling 65,000 hectares and we will apply for a third Timber authority in a separate area which has different weather patterns than the locations of our current TAs in Rigo and Kabuna. In addition, we plan to apply for an extended TA in the Rigo area.

Off-Balance Sheet Arrangements

 

We had no Off-Balance Sheet arrangements during the quarter ended June 30, 2017.March 31, 2018.

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4.CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that the lack of a functioning audit committee, the lack of segregation of duties within accounting functions, and the lack of multiple directors on our board of directors may result in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements and/or reporting.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting during the quarter ended June 30, 2017March 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

24

PART II. OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS.

 

None.We are not presently a party to any litigation.

 

ITEM 1A.RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES.

 

None.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

25

ITEM 4.MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5.OTHER INFORMATION.

 

None.

 

-23-

ITEM 6.EXHIBITSEXHIBITS.

 

The following documents are included herein:

 

Exhibit Incorporated by reference Filed  Incorporated by reference Filed
Number Document Description Form Date Number herewith Document Description Form Date Number herewith
3.1 Articles of Incorporation 10/A 08/05/15 3.1  Articles of Incorporation 10/A 08/05/15 3.1 
     
3.2 Certificate of Amendment dated 2/4/2005 10/A 08/05/15 3.2  Certificate of Amendment dated 2/4/2005 10/A 08/05/15 3.2 
     
3.3 Articles of Merger 10/A 08/05/15 3.3  Articles of Merger 10/A 08/05/15 3.3 
     
3.4 Certificate of Amendment dated 8/22/2013 10/A 08/05/15 3.4  Certificate of Amendment dated 8/22/2013 10/A 08/05/15 3.4 
     
3.5 Amended and Restated Articles dated 7/7/2010 10/A 08/05/15 3.5  Amended and Restated Articles dated 7/7/2010 10/A 08/05/15 3.5 
     
3.6 Certificate of Amendment dated 8/22/2013 10/A 08/05/15 3.6  Certificate of Amendment dated 8/22/2013 10/A 08/05/15 3.6 
     
3.7 By-laws 10/A 08/05/15 3.7  By-laws 10/A 08/05/15 3.7 
     
3.8 Certificate of Amendment dated 3/15/2017 X
   
3.9 Certificate of Amendment dated 8/16/2017 X
   
4.1 Certificate ofDesignation dated 11/22/2016 X Certificate of Designation dated 4/19/2011 10/A 08/05/15 4.1 
   
4.2 Amended Designation dated 6/29/2017 X
     
21 List of Subsidiaries 10/A 08/05/15 21  List of Subsidiaries 10/A 08/05/15 21 
     
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
     
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer X Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer X
     
101.INS XBRL Instance Document X XBRL Instance Document 
     
101.DEF XBRL Taxonomy Extension – Definitions X XBRL Taxonomy Extension – Definitions 
     
101.LAB XBRL Taxonomy Extension – Labels X XBRL Taxonomy Extension – Labels 
     
101.PRE XBRL Taxonomy Extension – Presentation X XBRL Taxonomy Extension – Presentation 

 

-24-26

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 2118th day of August, 2017.May 2018.

 

 KIBUSH CAPITAL CORP.
   
 BY:/s/WARREN SHEPPARD
  Warren Sheppard
  President, Chief Executive Officer, Chief Financial and Director

 

-25-27