Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jun. 30, 2015 | |
Document And Entity Information | |
Entity Registrant Name | StemGen, Inc. |
Entity Central Index Key | 1,023,198 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --06-30 |
Is Entity a Well-known Seasoned Issuer | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,015 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
CURRENT ASSETS | ||
Cash | $ 80 | |
Total Current Assets | 80 | |
TOTAL ASSETS | $ 80 | |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | $ 236,666 | |
Cash overdraft | 1,034 | |
Total current liabilities | 237,700 | |
Convertible notes payable, net of discount of $220,235 and $0, respectively | 1,570 | |
Accrued interest payable | 1,344 | |
TOTAL LIABILITIES | 240,614 | |
STOCKHOLDER'S EQUITY (DEFICIT) | ||
Common stock, $0.001 par value; 20,000,000 authorized; 10,183,927 shares issued and outstanding at June 30, 2015 and June 30, 2014 | 10,184 | $ 10,184 |
Series E Preferred Stock, $0.000001 par value; 1,000,000 shares authorized; 1,000,000 and no shares issued and outstanding at June 30, 2015 and June 30, 2014, respectively | 1 | |
Common stock payable | 19,500 | |
Additional Paid-in Capital | 1,046,242 | $ 814,438 |
Accumulated Deficit | (1,316,541) | (824,542) |
Total stockholders' equity (deficit) | $ (240,614) | 80 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 80 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Condensed Balance Sheets Parenthetical | ||
Convertible note payable, net of discount | $ 220,235 | $ 0 |
Series E Preferred Stock, stated value | $ 0.000001 | $ 0.000001 |
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 | $ 0.001 | $ 0.001 |
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 OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING EXPENSES: | ||
General and administrative expenses | $ 339,085 | $ 51,183 |
Impairment of intangible assets | 150,000 | |
LOSS FROM OPERATIONS | (489,085) | $ (51,183) |
OTHER INCOME (EXPENSE) | ||
Interest expense | $ (2,914) | (39,617) |
Gain on forgiveness of debt | 107,220 | |
Total other income (expense) | $ (2,914) | 67,603 |
NET INCOME (LOSS) | $ (491,999) | $ 16,420 |
NET INCOME (LOSS) PER COMMON SHARE - Basic and diluted | $ (0.05) | $ 0.01 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted | 10,183,927 | 1,307,215 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Series E Preferred Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Jun. 30, 2013 | 183,927 | |||||
Beginning Balance, Amount at Jun. 30, 2013 | $ 184 | $ 527,438 | $ (840,962) | $ (313,340) | ||
Common shares issued for cash, Shares | 10,000,000 | |||||
Common shares issued for cash, Amount | $ 10,000 | $ 287,000 | $ 297,000 | |||
Preferred stock issued for services, Shares | ||||||
Preferred stock issued for services, Amount | ||||||
Common stock payable issued for cash | ||||||
Discount on issuance of convertible note payable | ||||||
Net income | $ 16,420 | $ 16,420 | ||||
Ending Balance, Shares at Jun. 30, 2014 | 10,183,927 | |||||
Ending Balance, Amount at Jun. 30, 2014 | $ 10,184 | $ 814,438 | $ (824,542) | $ 80 | ||
Common shares issued for cash, Shares | ||||||
Common shares issued for cash, Amount | ||||||
Preferred stock issued for services, Shares | 1,000,000 | |||||
Preferred stock issued for services, Amount | $ 1 | $ 9,999 | $ 10,000 | |||
Common stock payable issued for cash | $ 19,500 | 19,500 | ||||
Discount on issuance of convertible note payable | $ 221,805 | 221,805 | ||||
Net income | $ (491,999) | (491,999) | ||||
Ending Balance, Shares at Jun. 30, 2015 | 10,183,927 | 1,000,000 | ||||
Ending Balance, Amount at Jun. 30, 2015 | $ 10,184 | $ 1 | $ 19,500 | $ 1,046,242 | $ (1,316,541) | $ (240,614) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (491,999) | $ 16,420 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 1,570 | $ 23,094 |
Impairment of intangible assets | $ 150,000 | |
Gain on forgiveness of debt | $ (107,220) | |
Preferred stock issued for services | $ 10,000 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | $ 221,666 | $ (46,721) |
Accounts payable and accrued liabilities, related party | (24,857) | |
Accrued interest payable | $ 1,344 | 16,524 |
NET CASH USED IN OPERATING ACTIVITIES | (107,419) | $ (122,760) |
INVESTING ACTIVITIES: | ||
Acquisition of subsidiary | (35,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (35,000) | |
FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 19,500 | $ 297,000 |
Proceeds from convertible notes payable | 121,805 | |
Cash overdraft | $ 1,034 | |
Repayment of related party advances | $ (197,500) | |
Proceed from related party advances | 22,500 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 142,339 | 122,000 |
NET INCREASE (DECREASE) IN CASH | (80) | (760) |
CASH, at the beginning of the year | $ 80 | 840 |
CASH, at the end of the year | $ 80 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during year for Interest | ||
Cash paid during year for Taxes | ||
Noncash investing and financing transactions | ||
Refinancing of advances into convertible notes payable | $ 121,805 | |
Beneficial conversion on convertible note payable | 221,805 | |
Convertible note payable issued for acquisition of subsidiary (See Note 4) | $ 100,000 |
Background Information
Background Information | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 1 - Background Information | 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 Infotechs 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 1980s, 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 Companys corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split was effectuated where all the outstanding shares of the Companys 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 through June 30, 2014, we had not conducted any business operations. StemGen is a business accelerator. It is in the business of investing in private companies and assisting those companies to execute their business plans. The Company searches for targets that have a market-ready product or process that requires additional assistance to move ahead and be a dominant player in their market. The targets must have a unique product or service that has the ability to disrupt or change the market in which they operate. 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 Companys 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. On May 15, 2015, we purchased 100% of the membership interests in Global Visionary Investments LLC, a business advisory services company, (Global Visionary) as a means to facilitate the process of driving possible target leads and vetting potential investments in those targets. We purchased Global Visionary for cash payments of $50,000 and the issuance of a convertible note for $100,000. As of June 30, 2015, we had paid $35,000 of the $50,000. The remaining $15,000 was paid after the close of the fiscal year. The convertible note matures on May 15, 2018 and bears interest at 10% per year. The note is convertible into shares of our common stock at 25% of the volume weighted average closing price of the Companys common stock for the five trading days prior to the notice of intent to convert. In no event shall the conversion rate be lower than $0.05 per share. Global Visionary has a limited exclusive license with SOKAP, a Canadian corporation. SOKAP provides business intelligence in deal sourcing and target vetting. Through their proprietary geo-targeting software platform, the acquisition targets have the opportunity to market their products and services in a unique way through licensing specific territories for the sale of their products or services. This creates a unique sales channel opportunity that does not currently have any competitors. We believe that the acquisition of Global Visionary represents a beneficial opportunity to diversify and expand our business platform to attract a larger audience of potential investment targets. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 2 - Going Concern | For the fiscal year ended June 30, 2015, the Company had a net loss of $491,999 and negative cash flow from operations of $107,419. As of June 30, 2015, the Company has negative working capital of $237,700. These factors raise a substantial doubt about the Companys 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 Companys financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Companys business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Companys 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 raises doubts about the Companys ability to continue as a going concern. In the long term, management believes that the Companys projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Companys future growth. However, there can be no assurances that the Companys planned activities will be successful, or that the Company will ultimately attain profitability. The Companys 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 Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 3 - Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts and operations of StemGen, Inc., and its wholly-owned subsidiary, Global Visionary Investments LLC (collectively referred to as the Company). All material intercompany accounts and transactions are eliminated in consolidation. 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 $0 and $80 at June 30, 2015 and June 30, 2014, respectively. There are no cash equivalents. Impairment of Long-Lived and Intangible Assets Long-lived and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived or intangible asset may not be recoverable. The carrying amount of a long-lived or intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived or intangible asset exceeds its fair value. During the year ended June 30, 2015, the Company determined that intangible assets related to the acquisition of GVI were impaired. The Company wrote off intangible assets and recognized a loss of $150,000. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 Income Taxes Revenue Recognition The Company follows ASC 605, Revenue Recognition 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 Share-based expense for the year ended June 30, 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 Financial Instruments The Companys 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 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 June 30, 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 Companys 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 corporations 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. |
Acquisition of Global Visionary
Acquisition of Global Visionary Investments LLC | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 4 - Acquisition of Global Visionary Investments LLC | On May 15, 2015, we purchased 100% of the membership interests in Global Visionary Investments LLC, a business advisory services company, (Global Visionary) as a means to facilitate the process of driving possible target leads and vetting potential investments in those targets. We purchased Global Visionary for cash payments of $50,000 and the issuance of a convertible note for $100,000. As of June 30, 2015, we had paid $35,000 of the $50,000. The remaining $15,000 was paid after the close of the fiscal year. The convertible note matures on May 15, 2018 and bears interest at 10% per year. The note is convertible into shares of our common stock at 25% of the volume weighted average closing price of the Companys common stock for the five trading days prior to the notice of intent to convert. In no event shall the conversion rate be lower than $0.05 per share. Global Visionary has a limited exclusive license with SOKAP, a Canadian corporation. SOKAP provides business intelligence in deal sourcing and target vetting. Global Visionary paid a one-time fee of $10,000 prior to being acquired by the Company. The Company will be required to pay a continuing 5% royalty of the net profit generated from the use of the software. The Company valued the acquisition of GVI as an intangible asset of $150,000, because GVI did not have any operations or identifiable assets or liabilities at the time of acquisition. On June 30, 2015, the Company determined that the intangible asset was impaired under GAAP, because there was no supportable estimates for future projected cash flows of GVI. We evaluated the terms of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entitys Own Stock |
Advances from Third Parties
Advances from Third Parties | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 5 - Advances from Third Parties | During the year ended June 30, 2015, Vista View Ventures, Inc. advanced $121,805 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $121,805 of the advances into convertible notes payable with Vista View Ventures, Inc. As of June 30, 2015 and June 30, 2014, advances in the amount of $0 and $0, respectively, are included in current liabilities on the consolidated balance sheets. See Note 7. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 6 - Income Taxes | There is no current or deferred income tax expense or benefit for the period ended June 30, 2015. The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the years ended June 30, 2015 and 2014 are as follows. 2015 2014 Amount Percent Amount Percent Tax benefit at U.S. statutory rate $ 172,200 35 % $ (6,700 ) (41) % State Income taxes Less: amortization of discount on convertible notes (550 ) (0) % % Less: stock based compensation (3,500 ) (1) % % Less: valuation allowance (168,150 ) (34) % % Use of prior years net operating loss carry forward % 6,700 41 % Net tax benefit $ % $ % |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - Convertible Notes Payable | Convertible notes payable consisted of the following at June 30, 2015: June 30, 2015 June 30, 2014 Convertible note in the original principal amount of $36,340, issued March 31, 2015 and maturing March 31, 2017, bearing simple interest at 10% per year, and convertible into common stock at a rate of $0.90 per share $ 36,340 $ Convertible note in the original principal amount of $100,000, issued May 15, 2015 and maturing May 15, 2018, bearing simple interest at 10% per year, and convertible into common stock at the greater of 25% of the VWAP of the Companys common stock or $0.05 per share 100,000 Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing simple interest at 10% per year, and convertible into common stock at a rate of $0.05 per share 85,465 Total convertible notes payable $ 221,805 $ Less: discount on noncurrent convertible notes payable (220,235 ) Convertible notes payable, net of discount - noncurrent $ 1,570 $ All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company. Convertible notes issued During the year ended June 30, 2015, the Company signed convertible promissory notes of $121,805 in total with Vista View Ventures Inc., which refinanced non-interest bearing advances. These notes are payable at maturity and bear interest at 10% per annum. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Per Share Amount of Note March 31, 2015 March 31, 2017 10 % $ 0.90 $ 36,340 June 30, 2015 June 30, 2017 10 % 0.05 85,465 Total $ 121,805 We evaluated the application of ASC 470-50-40/55, Debtors Accounting We evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entitys Own Stock |
Debt Repayment Commitments
Debt Repayment Commitments | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 8 - Debt Repayment Commitments | We have commitments to repay the following debt over the next five years: Year ending June 30, 2016 2017 2018 2019 2020 Total Convertible notes $ 121,805 $ 100,000 $ 221,805 Total $ 121,805 $ 100,000 $ 221,805 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 9 - Shareholders' Equity (Deficit) | On April 13, 2015, we filed a certification of correction with the State of Delaware to correct the par value of our common stock to $0.001 per share. The number of common shares authorized remained at 20,000,000. On March 11, 2015 we completed a private offering and sale of common stock to four accredited investors for gross proceeds to the Company of $19,500. 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 investors 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. 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 $0.000001 and ranks subordinate to the Companys 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. As a result, the Series E Preferred Stock carries 66.67% voting control. On October 8, 2014, 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. |
Management Fees
Management Fees | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 10 - Management Fees | Services Provided by KM Delaney & Assoc. During the year ended June 30, 2015, KM Delaney & Assoc. (KMDA) has provided office space and certain administrative functions to us. The services provide include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. We have agreed to pay KMDA $18,000 per month for these services during the calendar year ending December 31, 2015. During the year ended June 30, 2015, KMDA billed us $176,262 for those services. As of June 30, 2015, we owed KMDA $176,262. No such services were provided during the year ended June 30, 2014. These amounts are included in accounts payable and accrued liabilities on the balance sheet. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 11 - Subsequent Events | On August 12, 2015, the Company issued 3,900,000 shares of its common stock to four accredited investors from the previously completed private offering and sale of common stock. See Note 9. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts and operations of StemGen, Inc., and its wholly-owned subsidiary, Global Visionary Investments LLC (collectively referred to as the Company). All material intercompany accounts and transactions are eliminated in consolidation. |
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 $0 and $80 at June 30, 2015 and June 30, 2014, respectively. There are no cash equivalents. |
Impairment of Long-Lived and Intangible Assets | Long-lived and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived or intangible asset may not be recoverable. The carrying amount of a long-lived or intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived or intangible asset exceeds its fair value. During the year ended June 30, 2015, the Company determined that intangible assets related to the acquisition of GVI were impaired. The Company wrote off intangible assets and recognized a loss of $150,000. |
Deferred Income Taxes and Valuation Allowance | The Company accounts for income taxes under ASC 740 Income Taxes |
Revenue Recognition | The Company follows ASC 605, Revenue Recognition |
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 Share-based expense for the year ended June 30, 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 |
Financial Instruments | The Companys 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 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 June 30, 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 Companys 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 corporations 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Taxes Tables | |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the years ended June 30, 2015 and 2014 are as follows. 2015 2014 Amount Percent Amount Percent Tax benefit at U.S. statutory rate $ 172,200 35 % $ (6,700 ) (41) % State Income taxes Less: amortization of discount on convertible notes (550 ) (0) % % Less: stock based compensation (3,500 ) (1) % % Less: valuation allowance (168,150 ) (34) % % Use of prior years net operating loss carry forward % 6,700 41 % Net tax benefit $ % $ % |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Convertible Notes Payable Tables | |
Convertible notes payable | Convertible notes payable consisted of the following at June 30, 2015: June 30, 2015 June 30, 2014 Convertible note in the original principal amount of $36,340, issued March 31, 2015 and maturing March 31, 2017, bearing simple interest at 10% per year, and convertible into common stock at a rate of $0.90 per share $ 36,340 $ Convertible note in the original principal amount of $100,000, issued May 15, 2015 and maturing May 15, 2018, bearing simple interest at 10% per year, and convertible into common stock at the greater of 25% of the VWAP of the Companys common stock or $0.05 per share 100,000 Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing simple interest at 10% per year, and convertible into common stock at a rate of $0.05 per share 85,465 Total convertible notes payable $ 221,805 $ Less: discount on noncurrent convertible notes payable (220,235 ) Convertible notes payable, net of discount - noncurrent $ 1,570 $ |
Convertible notes issued | The convertible promissory notes are convertible into common stock at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Per Share Amount of Note March 31, 2015 March 31, 2017 10 % $ 0.90 $ 36,340 June 30, 2015 June 30, 2017 10 % 0.05 85,465 Total $ 121,805 |
Debt Repayment Commitments (Tab
Debt Repayment Commitments (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Repayment Commitments Tables | |
Debt Repayment Commitments | We have commitments to repay the following debt over the next five years: Year ending June 30, 2016 2017 2018 2019 2020 Total Convertible notes $ 121,805 $ 100,000 $ 221,805 Total $ 121,805 $ 100,000 $ 221,805 |
Background Information (Details
Background Information (Details Narrative) | Jun. 30, 2015USD ($) |
Background Information Details Narrative | |
Paid for convertible note | $ 35,000 |
Balance amount for convertible note | $ 15,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Going Concern Details Narrative | ||
Net loss | $ 491,999 | $ (16,420) |
Cash flow from operations | (107,419) | $ (122,760) |
Working capital | $ (237,700) |
Significant Accounting Polici24
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Significant Accounting Policies Details Narrative | |||
Cash and cash equivalents | $ 80 | $ 840 | |
Share-based expense | $ 10,000 | $ 0 |
Advances from Third Parties (De
Advances from Third Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Advances From Third Parties Details Narrative | ||
Convertible note payable | $ 220,235 | $ 0 |
Proceeds from convertible notes payable | $ 121,805 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes Details | ||
Tax benefit at U.S. statutory rate | 35.00% | (41.00%) |
State Income taxes | ||
Less: amortization of discount on convertible notes | 0.00% | |
Less: stock based compensation | (1.00%) | |
Less: valuation allowance | (34.00%) | |
Use of prior years' net operating loss carry forward | 41.00% | |
Net tax benefit |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes Details 1 | ||
Tax benefit at U.S. statutory rate | $ 172,200 | $ (6,700) |
State Income taxes | ||
Less: amortization of discount on convertible notes | (550) | |
Less: stock based compensation | (3,500) | |
Less: valuation allowance | $ (168,150) | |
Use of prior years' net operating loss carry forward | $ 6,700 | |
Net tax benefit |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Total convertible notes payable | $ 221,805 | |
Less: current portion of convertible notes payable | ||
Less: discount on noncurrent convertible notes payable | $ (220,235) | |
Noncurrent convertible notes payable, net of discount | 1,570 | |
Convertible notes payable [Member] | ||
Total convertible notes payable | 36,340 | |
Convertible notes payable 1 [Member] | ||
Total convertible notes payable | 100,000 | |
Convertible notes payable 2 [Member] | ||
Total convertible notes payable | $ 85,465 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details 1) | 12 Months Ended |
Jun. 30, 2015USD ($)$ / shares | |
Amount of Note | $ 121,805 |
March 31, 2015 [Member] | |
Maturity Date | Mar. 31, 2017 |
Interest Rate | 10.00% |
Conversion Rate Per Share | $ / shares | $ 0.90 |
Amount of Note | $ 36,340 |
June 30, 2015 [Member] | |
Maturity Date | Jun. 30, 2017 |
Interest Rate | 10.00% |
Conversion Rate Per Share | $ / shares | $ 0.05 |
Amount of Note | $ 85,465 |
Convertible Notes Payable (De30
Convertible Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Convertible Notes Payable Details Narrative | |||
Convertible note payable | $ 121,805 | ||
Beneficial conversion features amount | $ 36,340 | $ 85,465 | |
Effective interest rate | 278.22% | 277.10% |
Debt Repayment Commitments (Det
Debt Repayment Commitments (Details) | Jun. 30, 2015USD ($) |
2,016 | |
2,017 | $ 121,805 |
2,018 | $ 100,000 |
2,019 | |
2,020 | |
Total | $ 221,805 |
Convertible notes payable [Member] | |
2,016 | |
2,017 | $ 121,805 |
2,018 | $ 100,000 |
2,019 | |
2,020 | |
Total | $ 221,805 |
Management Fees (Details Narrat
Management Fees (Details Narrative) - KMDA [Member] | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Management fees | $ 176,262 |
Owed to related party | $ 176,262 |