Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | StemGen, Inc. | |
Entity Central Index Key | 1023198 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,183,927 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
CURRENT ASSETS | ||
Cash | $16,607 | $80 |
Total Current Assets | 16,607 | 80 |
TOTAL ASSETS | 16,607 | 80 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 173,115 | |
Total current liabilities | 173,115 | |
Convertible note payable, net of discount of $36,340 and $0, respectively. | ||
TOTAL LIABILITIES | 173,115 | |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDER'S EQUITY (DEFICIT) | ||
Preferred stock, $0.01 stated value; 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively | 10,000 | |
Common stock, $0.001 par value; 20,000,000 shares authorized; 10,183,927 shares issued and outstanding at March 31, 2015 and June 30, 2014 | 10,184 | 10,184 |
Stock subscriptions received | 19,500 | |
Additional Paid-in Capital | 850,778 | 814,438 |
Accumulated Deficit | -1,046,970 | -824,542 |
Total stockholders' equity (deficit) | -156,508 | 80 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $16,607 | $80 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Condensed Balance Sheets Parenthetical | ||
Convertible note payable, net of discount | $36,340 | $0 |
Series E Preferred Stock, stated value | $0.01 | $0.01 |
Series E Preferred Stock, Authorized | 1,000,000 | 1,000,000 |
Series E Preferred Stock, Issued | 1,000,000 | 1,000,000 |
Series E Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, Authorized | 20,000,000 | 20,000,000 |
Common Stock, Issued | 10,183,927 | 10,183,927 |
Common Stock, outstanding | 10,183,927 | 10,183,927 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING EXPENSES: | ||||
General and administrative expenses | $130,056 | $4,664 | $222,428 | $19,910 |
LOSS FROM OPERATIONS | -130,056 | -4,664 | -222,428 | -19,910 |
Interest expense | -5,659 | -39,617 | ||
NET LOSS | ($130,056) | ($10,323) | ($222,428) | ($59,527) |
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted | ($0.01) | ($0.06) | ($0.02) | ($0.32) |
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted | 10,183,927 | 183,927 | 10,183,927 | 183,927 |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) (USD $) | Series E Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Jun. 30, 2014 | $10,184 | $814,438 | ($824,542) | $80 | ||
Beginning Balance, Shares at Jun. 30, 2014 | 10,183,927 | |||||
Preferred stock issued for services, Shares | 1,000,000 | |||||
Preferred stock issued for services, Amount | 10,000 | 10,000 | ||||
Common stock issued for cash | 19,500 | 19,500 | ||||
Discount on issuance of convertible note payable | 36,340 | 36,340 | ||||
Net loss | -222,428 | -222,428 | ||||
Ending Balance, Amount at Mar. 31, 2015 | $10,000 | $10,184 | $19,500 | $850,778 | ($1,046,970) | ($156,508) |
Ending Balance, Shares at Mar. 31, 2015 | 1,000,000 | 10,183,927 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | ($222,428) | ($59,527) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Series E preferred shares issued for services | 10,000 | |
Amortization of discount on convertible note payable | 23,094 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 173,115 | 4,669 |
Accrued interest payable to related party | 16,524 | |
NET CASH USED IN OPERATING ACTIVITIES | -39,313 | -16,598 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible note payable | 36,340 | |
Proceeds from sale of common stock | 19,500 | |
Proceeds from notes payable | 17,500 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 55,840 | 17,500 |
NET INCREASE IN CASH | 16,527 | 902 |
CASH, at the beginning of the period | 80 | 840 |
CASH, at the end of the period | 16,607 | 1,742 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during year for Interest | ||
Cash paid during year for Taxes | ||
Noncash investing and financing transactions | ||
Issuance of Series E preferred stock for services | 10,000 | |
Refinancing of advances into convertible notes payable | 36,340 | |
Beneficial conversion discount on convertible note payable | $36,340 |
General_Organization_and_Busin
General Organization and Business | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 1 - General Organization and Business | StemGen, Inc (the “Company”) was incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. (“Infotech”), a Delaware company, following the completion of Infotech’s Chapter 11 Bankruptcy reorganization, in accordance with an Assignment and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996. As a result of a series of transactions during the 1980’s, Infotech, then principally engaged in the information and communications business, acquired equity interests in Comtex News Network, Inc. (“Comtex”) and Analex Corporation (“Analex”), formerly known as Hadron, Inc. Our business was the maintenance of our equity interest in and note receivable from Comtex and equity interest in Analex. |
On September 25, 2006, we exchanged the equity investment in Comtex common stock and the Note Receivable from Comtex of $856,954, for 55,209 shares of the StemGen Series A Preferred stock. We no longer have an equity interest in either the common stock of Comtex or the Note from Comtex. | |
During October 2006, we sold the remaining 21,000 shares of common stock of publicly held Analex, a defense contractor specializing in systems engineering and developing innovative technical intelligence solutions in support of U.S. national security. We no longer have an equity interest in Analex. | |
On December 24, 2012, the Corporation received a nonrefundable deposit of $32,500 under a Letter of Intent (“LOI”) which it entered into on December 11, 2012 with StemGen Inc. a Nevada corporation. Effective February 5, 2013, the Company amended its Certificate of Incorporation. As a result of the Amendment, the Company’s corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split was effectuated where all the outstanding shares of the Company’s common stock were exchanged at a ratio of one for eighty. The LOI was terminated on August 6, 2013. | |
Since we redeemed and converted all of our outstanding Series A Preferred Stock at the end of September 2006, starting October 1, 2006 we have not conducted any business operations. | |
On June 27, 2014, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.01 and ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E Preferred stock to Landor Investment Corp. (“Landor”) in exchange for services valued at $10,000. On the date of the transaction, Landor held 99.2% of our common stock. |
Going_Concern
Going Concern | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 2 - Going Concern | The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended March 31, 2015, the Company had a net loss of $222,428 resulting in an accumulated deficit of $1,046,970 as of March 31, 2015. As of March 31, 2015, the Company had negative working capital of $156,508. Management does not anticipate having positive cash flow from operations in the near future. |
These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. | |
Management has plans to address the Company’s financial situation as follows: | |
In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern. | |
In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||
Mar. 31, 2015 | |||
Notes to Financial Statements | |||
Note 3 - Significant Accounting Policies | Interim Financial Statements | ||
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited financial statements should be read in conjunction with the financial statements for the fiscal year ended June 30, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”). | |||
The results of operations for the nine month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2015. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash | |||
For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash was $16,607 and $80 at March 31, 2015 and June 30, 2014, respectively. There are no cash equivalents. | |||
Deferred Income Taxes and Valuation Allowance | |||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2014 or March 31, 2015. | |||
Revenue Recognition | |||
The Company follows ASC 605, Revenue Recognitionrecognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. | |||
Share-based Expense | |||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||
Share-based expense for the nine months ended March 31, 2015 and 2014 was $10,000 and $0, respectively. | |||
Earnings (Loss) per Common Share | |||
The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported. | |||
Financial Instruments | |||
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. | |||
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. | |||
Recently Issued Accounting Pronouncements | |||
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Advances
Advances | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 4 - Advances | During the nine months ended March 31, 2015, the Company received net, non-interest bearing advances from certain third parties totaling $36,340 . The total amount due under these advances as of June 30, 2014 was $0. These advances are not collateralized, non-interest bearing and are due on demand. |
Related_Party_Transaction
Related Party Transaction | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 5 - Related Party Transaction | On June 30, 2014, we issued 1,000,000 shares of Series E Preferred stock to Landor Investment Corp. (“Landor”) in exchange for services valued at $10,000. The Series E preferred stock has a par value of $0.01 and ranks subordinate to the Company’s common stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the date of the transaction, Landor held 99.2% of our common stock. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 6 - Convertible Notes Payable | On March 31, 2015, the Company signed a Convertible Promissory Note that refinanced $36,340 of non-interest bearing advances into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on March 31, 2017. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder at a rate of $0.90 per share. On the same date, we recognized a beneficial conversion feature of $36,340 on this note. We recorded the beneficial conversion feature as an addition to paid-in capital. |
Sale_of_Common_Stock
Sale of Common Stock | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 7 - Sale of Common Stock | On March 11, 2015 we completed a private offering and sale of common stock to four accredited investors for total gross proceeds to the Company of $19,500. Pursuant to a stock purchase agreement with the investors, we issued the purchasers 3,900,000 shares of our unregistered common stock. In connection with the sale of the shares, we entered into a registration rights agreement with the investors, pursuant to which we agreed to register all of the investor’s shares of our common stock on a Form S-1 registration statement to be filed with the SEC within 120 calendar days after use our commercially reasonable efforts to cause such registration statement to be declared effective under the 1933 Act as promptly as reasonably practicable after the filing. Please refer to the Form 8-K we filed with the Securities and Exchange Commission on March 13, 2015. |
As of March 31, 2015, we have received $19,500 from four of the investors. As of March 31, 2015, we have not issued these shares, and thus have recorded $19,500 as stock subscriptions received. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 8 - Subsequent Events | On April 13, 2015, the Company changed the par value of its common stock from $0.01 per share to $0.001 per common share. The total number of common shares did not change. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | ||
Mar. 31, 2015 | |||
Significant Accounting Policies Policies | |||
Interim Financial Statements | The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited financial statements should be read in conjunction with the financial statements for the fiscal year ended June 30, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”). | ||
The results of operations for the nine month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2015. | |||
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash was $16,607 and $80 at March 31, 2015 and June 30, 2014, respectively. There are no cash equivalents. | ||
Deferred Income Taxes and Valuation Allowance | The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2014 or March 31, 2015. | ||
Revenue Recognition | The Company follows ASC 605, Revenue Recognitionrecognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. | ||
Share-based Expense | The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | ||
Share-based expense for the nine months ended March 31, 2015 and 2014 was $10,000 and $0, respectively. | |||
Earnings (Loss) per Common Share | The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported. | ||
Financial Instruments | The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. | ||
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. | |||
Recently Issued Accounting Pronouncements | We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Going Concern Details Narrative | |||||
Net loss | ($130,056) | ($10,323) | ($222,428) | ($59,527) | |
Accumulated Deficit | -1,046,970 | -1,046,970 | -824,542 | ||
Working capital | ($156,508) | ($156,508) | $80 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Significant Accounting Policies Details Narrative | ||||
Cash and cash equivalents | $16,607 | $1,742 | $80 | $840 |
Share-based expense | $10,000 | $0 |
Advances_Details_Narrative
Advances (Details Narrative) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Advances Details Narrative | ||
Convertible note payable, net of discount | $36,340 | $0 |
Related_Party_Transaction_Deta
Related Party Transaction (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Series E Preferred Stock, Issued | 1,000,000 | 1,000,000 | |
Series E preferred shares issued for services | $10,000 | ||
Series E Preferred Stock, stated value | $0.01 | $0.01 | |
Landor Investment Corp [Member] | |||
Series E Preferred Stock, Issued | 1,000,000 | ||
Series E preferred shares issued for services | $10,000 | ||
Series E Preferred Stock, stated value | $0.01 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Convertible Notes Payable Details Narrative | ||
Convertible note payable, net of discount | $36,340 | $0 |
Sale_of_Common_Stock_Details_N
Sale of Common Stock (Details Narrative) (USD $) | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Sale Of Common Stock Details Narrative | |||
Proceeds from sale of common stock | $19,500 | ||
Stock subscriptions received | $19,500 |