Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Plandai Biotechnology, Inc. | ' |
Entity Central Index Key | '0001317880 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 106,320,760 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Current Assets: | ' | ' |
Cash | $375,588 | $498,917 |
Inventory | 5,154 | 6,439 |
Related Party Receivable | 60,759 | ' |
Accounts Receivable | 12,331 | 13,638 |
Total Current Assets | 453,832 | 518,994 |
Deposits | 10,623 | 10,649 |
Other Assets | 110,919 | 380,929 |
Fixed Assets – Net | 8,315,604 | 7,924,910 |
Total Assets | 8,890,978 | 8,835,482 |
Current Liabilities: | ' | ' |
Accounts Payable and Accrued Expenses | 202,116 | 516,006 |
Accrued Interest | 115,852 | 93,184 |
Convertible Note Payable | 228,500 | 103,500 |
Derivative Liability | 273,264 | 45,227 |
Related Party Payables | ' | 145,822 |
Total Current Liabilities | 819,732 | 903,740 |
Loans from Related Parties | 503,269 | 501,518 |
Credit Line | 777,503 | 752,503 |
Capitalized Lease Obligation | 1,109,126 | 988,380 |
Long Term Debt, Net of Discount | 9,905,711 | 9,173,702 |
Total Liabilities | 13,115,341 | 12,319,844 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common Stock, $0.0001 par value; authorized 500,000,000 shares; 106,270,760 and 110,895,300 issued and outstanding at September 30, 2013 and June 30, 2012, respectively | 10,678 | 10,628 |
Additional Paid-In Capital | 7,848,926 | 7,833,976 |
Stock Subscritption Payable | 261,600 | 261,600 |
Retained Deficit | -11,474,744 | -10,903,811 |
Cumulative Foreign Currency Translation Adjustment | 167,711 | 169,437 |
Total Stockholders' Deficit | -3,185,830 | -2,628,172 |
Non-controlling Interest | -1,038,533 | -856,191 |
Stockholder's Deficit Allocated to Plandai Biotechnology | -4,224,363 | -3,484,362 |
Total Liabilities and Stockholders' Deficit | $8,890,978 | $8,835,482 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 106,320,760 | 106,270,760 |
Common Stock, Shares Outstanding | 106,320,760 | 106,270,760 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues | $226,953 | $133,816 |
Cost of Goods | 135,397 | ' |
Gross Profit | 91,556 | 133,816 |
Expenses: | ' | ' |
Payroll | 124,260 | 115,513 |
Professional Services | 86,800 | 180,884 |
Rent | 178,580 | ' |
Utilities | 16,730 | 18,526 |
Insurance | 12,655 | ' |
Depreciation | 50,055 | 14,412 |
General and Administrative | 68,827 | 193,640 |
Total Expenses | 537,907 | 522,975 |
Operating Loss | -446,351 | -389,159 |
Other Expense | ' | ' |
Derivative Interest | -228,037 | ' |
Interest Expense | -78,886 | -33,576 |
Net Loss | -753,274 | -422,735 |
Loss Allocated to Non-controlling Interest | 182,342 | 110,665 |
Net Loss, Adjusted | -570,932 | -312,070 |
Other Comprehensive Income | ' | ' |
Foreign Currency Translation Adjustment | -1,726 | 410 |
Comprehensive Loss | ($572,658) | ($311,660) |
Basic & diluted loss per share | ($0.01) | ($0.01) |
Weighted Avgerage Shares Outstanding | 106,295,760 | 110,895,300 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($753,274) | ($422,735) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation | 50,055 | 14,412 |
Forgiveness of Interest | ' | 2,625 |
Derivative Liability | 228,037 | ' |
Capitalized Lease Obligation | 120,745 | ' |
Foreign Currency Translation Adjustment | -1,726 | 410 |
Increase in Prepaid Expenses | ' | -59,690 |
Increase in Accounts Receivable | 1,307 | -28,134 |
Decrease in Deposits | 25 | ' |
Decrease in Inventory | 1,284 | ' |
Decrease in Other Assets | 270,010 | ' |
(Decrease) Increase in Accounts Payable and Accrued Expenses | -313,890 | 18,275 |
Increase in Related Party Payables | -206,581 | 48,468 |
Increase in Accrued Interest | 22,668 | 12,133 |
Net Cash Used in Operating Activities | -581,339 | -414,236 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Deposits on Equipment | ' | 121,143 |
Purchase of Fixed Assets | 440,748 | 606,045 |
Net Cash Used in Investing Activities | -440,748 | -727,188 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Increase in Long-term Debt, Net of Discount | 732,008 | 1,319,888 |
Net Borrowings under Convertible Note | 125,000 | ' |
Proceeds from the Sale of Common Stock | 15,000 | ' |
Net Borrowings Under Credit Line | 25,000 | 122,175 |
Loans from Related Parties | 1,750 | 168,952 |
Net Cash Provided by Financing Activities | 898,758 | 1,611,015 |
Net (Decrease) Increase in Cash and Cash Equivalents | -123,329 | 469,591 |
Cash and Cash Equivalents at Beginning of Year | 498,917 | 5,112 |
Cash and Cash Equivalents at End of Year | 375,588 | 474,703 |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Nature_Of_Operations_And_Going
Nature Of Operations And Going Concern | 3 Months Ended |
Sep. 30, 2013 | |
Nature Of Operations And Going Concern | ' |
Nature Of Operations And Going Concern | ' |
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN | |
Plandaí Biotechnology, Inc.’s (the “Company” or “Plandaí”) consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. | |
The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. | |
Plandaí and its subsidiaries focus on the production of proprietary botanical extracts for the nutriceutical and pharmaceutical industries. The company grows much of the live plant material used in its products on a 3,000 hectare estate it operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a patented extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product to be brought to market is Phytofare™ Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. The company’s principle holdings consist of land, farms and infrastructure in South Africa. The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize positive cash flow. There is no assurance any of these transactions will occur. | |
These financial statements should be read in conjunction with the Company’s annual report for the year ended June 30, 2013 previously filed on Form 10-K. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments made were of a normal recurring nature. | |
Organization | |
On November 17, 2011, the Company, through its wholly-owned subsidiary, Plandaí Biotechnologies, Inc., consummated a share exchange with Global Energy Solutions, Inc. (“GES”), an Irish corporation. Under the terms of the share exchange, GES received 76,000,000 shares of the Company’s common stock that had been previously issued to Plandaí in exchange for 100% of the issued and outstanding capital of GES. Concurrent with the share exchange, the Company sold its subsidiary, Diamond Ranch, Ltd., together with its wholly-owned subsidiary, Executive Seafood, Inc., to a former officer and director of Diamond Ranch. Under the terms of the sale, the purchasers assumed all associated debt as consideration. During the three months ended September 30, 2011 and through the date of the share exchange, Diamond Ranch, Ltd. and Executive Seafood, Inc. had negligible revenues from operations, generated a net loss of $126,000, and as of September 30, 2011, liabilities exceeded assets by over $5,000,000. The Company subsequently changed its name to Plandaí Biotechnology, Inc. and dissolved GES. | |
For accounting purposes, the share exchange has been treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Plandaí Biotechnology, Inc. exclusive of Diamond Ranch Foods since the acquisition and sale were executed simultaneously. For equity purposes, the shares issued to acquire GES (76,000,000 shares) have been shown to be issued and outstanding since inception, with the previous balance outstanding (25,415,300 shares Common) treated as a new issuance as of the date of the share exchange. The additional paid-in capital and retained deficit shown are those of Plandaí and its subsidiary operations. | |
In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made. All adjustments made were of a normal recurring nature. | |
Basis of Presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the three months ended September 30, 2013. |
Summary_Of_Accounting_Policies
Summary Of Accounting Policies | 3 Months Ended |
Sep. 30, 2013 | |
Summary Of Accounting Policies | ' |
Summary Of Accounting Policies | ' |
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES | |
This summary of accounting policies for Plandaí Biotechnology, Inc. and its wholly-owned subsidiaries, is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. | |
Use of Estimates | |
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. | |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |
Revenue recognition | |
The Company presently derives its revenue from the sale of timber and agricultural products produced on its farm and tea estate holdings in South Africa. Revenue is recognized when the product is delivered to the customer. Once production of the Company’s Phytofare™ botanical extracts commence in 2014, revenues will be recognized when product is shipped. | |
Concentration of Credit Risk | |
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. | |
Property and equipment | |
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. | |
Impairment of Long-Lived Assets | |
In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment. | |
Earnings per Share | |
Basic gain or loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There are no dilutive outstanding common stock equivalents as of June 30, 2013 and 2012. | |
Income Taxes | |
The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | |
The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the Company did not recognize any change in the liability for unrecognized tax benefits. | |
The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007. | |
The Company is not currently under examination by any federal or state jurisdiction. | |
The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. | |
Off-Balance Sheet Arrangements | |
We have no off-balance sheet arrangements. | |
Emerging Growth Company | |
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |
Fair Value of Financial Instruments | |
Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. | |
Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. | |
Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: | |
Level 1 | |
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. | |
Level 2 | |
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; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
Level 3 | |
Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. | |
Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. | |
Advertising | |
Advertising costs are expensed as incurred. | |
Principles of Consolidation | |
Plandaí Biotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements: | |
Global Energy Solutions, Ltd. 100% owned by Plandaí Biotechnology, Inc. | |
Dunn Roman Holdings—Africa, Ltd 82% owned by Plandaí Biotechnology, Inc. | |
Breakwood Trading 22 (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa | |
Green Gold Biotechnologies (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa | |
During the year ended June 30, 2013, the Company determined that the entity, Global Energy Solutions, was unnecessary to operations and decided to dissolve that corporation, resulting in the stock of Dunn Roman Holdings-Africa being held directly by Plandaí. All liabilities were either satisfied or forgiven and all bank accounts closed. There were no operations in Global Energy Solutions during the periods presented. Global Energy Solutions was officially dissolved during the year ended June 30, 2013. | |
All intercompany balances have been eliminated in consolidation. | |
Straight-lining of Lease Obligation | |
Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of September 30, 2013, the amount of this deferred liability was $1,109,126. | |
Recent Accounting Pronouncements | |
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below. | |
In May 2011, the FASB issued ASC update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in US generally accepted accounting principles ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). Consequently, the amendments converge the fair value measurement guidance in U.S. GAAP and IFRS. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. The amendments in this update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include the following: 1) measuring the fair value of financial instruments that are managed within a portfolio, 2) application of premiums and discounts in a fair value measurement, and 3) additional disclosures about fair value measurements. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The Company does not believe that adoption of this update will have a material impact on its financial statements. | |
In June 2011, the FASB issued ASC update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. The FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this update. The amendments require that all non-owner changes in stockholder’s equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and total for other comprehensive income, along with a total for comprehensive income. | |
The entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of comprehensive income are presented. The amendments in this update should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. | |
In September 2011, the FASB issued an accounting update that gives companies the option to make a qualitative evaluation about the likelihood of goodwill impairment. Companies will be required to perform the two-step impairment test only if it concludes that the fair value of a reporting unit is more likely than not less than its carrying value. The accounting update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We did not early adopt this guidance and do not believe our adoption of the new guidance in 2012 will have a material impact on our consolidated financial position, results of operations or cash flows. | |
In December 2011, the FASB issued an accounting update that will add new disclosure requirements for entities with recognized financial instruments that are appropriately offset on the balance sheet or that are subject to a master netting arrangement. The accounting update is effective for periods beginning on or after January 1, 2013 with retrospective presentation. We do not believe this guidance will have a material impact on our presentation and disclosure. | |
In December 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-29 (ASU 2010-29), Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. This Accounting Standards Update requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The amendments in this Update affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments in this Update are effective prospectively for 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, 2010. The adoption of ASU 2010-29 did not have a material effect on its financial position, results of operations or cash flows. | |
In February 2010, the FASB issued ASU No. 2010-09 Subsequent Events (ASC Topic 855) - Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position, results of operations or cash flows. | |
Financial Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriate accounting treatment under U.S. GAAP for companies that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income. The Company adopted FAS 52 in the year ended June 30, 2012 and has chosen US dollars as the local currency. The effect of adopting FAS 52 have been reflected in the accompanying consolidated financial statements. | |
Statement of Financial Accounting Standards No. 35, Capitalization of Interest Costs, establishes standards for capitalizing interest cost as part of the historical cost of acquiring certain assets. To qualify for interest capitalization, assets must require a period of time to get them ready for their intended use. In the year Ended June 30, 2012, the Company borrowed funds to commence the construction of a manufacturing facility which is expected to be completed during 2013. The company accordingly adopted FAS 35 and capitalized interest associated with the borrowing. | |
Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements, establishes standards for accounting for noncontrolling interest, sometimes called a minority interest, which is that portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. FAS 160 requires that the minority portion of equity and net income/loss from operations of consolidated entities be reflected in the financial statements. The Company previously adopted FAS 160 and has reflected the impact in the accompanying consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Receivable_From_Related_Party
Receivable From Related Party | 3 Months Ended |
Sep. 30, 2013 | |
Segment Reporting [Abstract] | ' |
Receivable From Related party | ' |
NOTE 3 – RECEIVABLE FROM RELATED PARTY | |
As of September 30, 2013, the Company had advanced $60,759 to a company affiliated to certain of our officers and directors. |
Loans_From_Related_Parties
Loans From Related Parties | 3 Months Ended |
Sep. 30, 2013 | |
DisclosureLoansFromRelatedPartiesAbstract | ' |
Loans From Related Parties | ' |
NOTE 4 –LOANS FROM RELATED PARTIES | |
As of September 30, 2013, the Company has outstanding loans to various related parties in the amount of $503,269. These loans were provided for short-term working capital purposes, bear interest at rates between 8-10%, and mature on January 1, 2014. |
Line_Of_Credit
Line Of Credit | 3 Months Ended |
Sep. 30, 2013 | |
DisclosurePrepaidExpensesAbstract | ' |
Line of Credit | ' |
NOTE 5 - LINE OF CREDIT | |
During the year ended June 30, 2012, the company entered into a line of credit agreement for $500,000 which was later increased to $1,000,000. The line of credit matures on January 5, 2014 and bears interest at the rate of ten percent (10%) per annum. As of September 30, 2013, the balance drawn down on the credit line was $777,503 and accrued interest was $115,852. The company is in negotiations to convert the balance outstanding plus accrued interest into common stock and anticipates consummating a resolution to this debt prior to the due date. |
Debenture_Payable
Debenture Payable | 12 Months Ended |
Jun. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debenture Payable | ' |
NOTE 6 – DEBENTURE PAYABLE | |
In May 2013, the company issued an 8% interest rate convertible debenture in the amount of $103,500 which becomes due and payable in February 2014. The debenture is convertible into common stock of the company at a discount of 42% off the market price of the company’s common stock six months after issuance (November 2013). The company repaid the debenture in full on November 11, 2013. | |
On August 20, 2013, the Company executed two convertible promissory notes totaling $550,000. The notes bear interest at the rate of 8% per annum and become due and payable in six months from the date of issuance. During the first 90 days from issuance, the notes are repayable without incurring any interest charges. As of September 30, 2013, the company had been advanced $125,000 against the two notes. When the notes become payable, the holder has the option of converting the unpaid balance of any advances into common stock of the company at a discount of 40% off the then current price per share. Management has made arrangements for these notes to be repaid prior to conversion. | |
The company has recorded a derivative liability of $273,264 representing the estimate value of the shares over and above the amount of debentures that would be issued on conversion. |
Long_Term_Debt
Long Term Debt | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Long Term Debt | ' | ||||
Long Term Debt | ' | ||||
NOTE 7 – LONG-TERM DEBT | |||||
In June 2012, the Company, through the majority-owned subsidiaries of Dunn Roman Holdings, Inc., executed final loan documents on a 100 million Rand (approx. $13 million USD) financing with the Land and Agriculture Bank of South Africa. The total loan is comprised of multiple agreements totaling, between Green Gold Biotechnologies (Pty) Ltd. and Breakwood Trading 22(Pty) Ltd., 100 million rand. The loans all bear interest at the rate of prime plus 0.5% per annum and are all due in seven years. In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first drawn down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. In connection with this financing arrangement, the Land and Agriculture Bank of South Africa required the Company to maintain the following loan covenants: debt to equity of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1. However, the Company is not currently complying with these loan covenants, because the Land and Agriculture Bank of South Africa has temporarily released it from such covenants, until such time that the equipment purchased with the borrowed funds is placed in revenue producing service. | |||||
As of September 30, 2013, a total of $8,154,904 had been drawn down against the loans by Green Gold Biotechnologies (Pty) Ltd., which was used to purchased fixed assets that will be employed in South Africa to produce the company’s botanical extracts. Additionally, $2,335,806 had been drawn down against the loans by Breakwood Trading22 (Pty) Ltd. to fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite worker housing, and the pruning, weeding and fertilizing of plantation. | |||||
During the year ended June 30, 2012, the Company issued 1,500,000 shares of restricted common stock to three individuals in exchange for shares of Dunn Roman Holdings stock which had been previously issued. The acquired Dunn Roman shares were then provided to thirds parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be black owned. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($585,000) as a cost of securing the financing and recorded as a loan discount which will be amortized over the life of the loan (7 years) once payment of the loan commences in July 2014. | |||||
As of June 30, 2013, the loan balance was: | |||||
Loan Principle | $ | 10,490,711 | |||
Less: Discount | 585,000 | ||||
Net Loan per Books | $ | 9,905,711 | |||
Currency_Adjustment
Currency Adjustment | 3 Months Ended |
Sep. 30, 2013 | |
Currency Adjustment | ' |
Currency Adjustment | ' |
NOTE 8 – CURRENCY ADJUSTMENT | |
The Company’s principle operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in using Rand and then converted to US Dollars for reporting purposes, with the average conversion rate being used for income statement purposes and the closing exchange rate as of September 30, 2013 applied to the balance sheet. Differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet. As of September 30, 2013, the cumulative currency translation adjustments were $167,711. |
Fixed_Assets
Fixed Assets | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
Fixed Assets | ' | ||||
Fixed assets, stated at cost, less accumulated depreciation at September 30, 2013 consisted of the following: | |||||
June 30, | |||||
2013 | |||||
Total Fixed Assets | $ | 8,480,680 | |||
Less: Accumulated Depreciation | (165,076 | ) | |||
Fixed Assets, net | $ | 8,315,604 | |||
Depreciation expense | |||||
Depreciation expense for the three months ended September 30, 2013 was $50,055. |
Common_Stock
Common Stock | 3 Months Ended |
Sep. 30, 2013 | |
DisclosureCommonStockAbstract | ' |
Common Stock | ' |
NOTE 10 – COMMON STOCK | |
During the three months ended September 30, 2013, the Company issued a total of 50,000 shares of restricted common stock in exchange for proceeds of $15,000. |
NonControlling_Interest
Non-Controlling Interest | 3 Months Ended |
Sep. 30, 2013 | |
Non-Controlling Interest | ' |
Minority Interest | ' |
NOTE 11 – MINORITY INTEREST | |
Plandaí owns 82% of Dunn Roman Holdings—Africa, which in turn owns 74% each of Breakwood Trading 22 (Pty, Ltd. and Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the Black Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-owned subsidiaries, that portion of subsidiary net equity attributable to the minority ownership, together with an allocated portion of net income or net loss incurred by the subsidiaries, must be reflected on the consolidated financial statements. On the balance sheet, minority interest has been shown in the Equity Section, separated from the equity of Plandaí, while on the income statement, the non-controlling shareholder allocation of net loss has been shown in the Consolidated Statement of Operations. |
Capitalized_Lease_Obligations
Capitalized Lease Obligations | 3 Months Ended |
Sep. 30, 2013 | |
Capitalized Lease Obligations | ' |
Capitalized Lease Obligation | ' |
NOTE 12 – CAPITALIZED LEASE OBLIGATIONS | |
In February 2012, the Company entered into a long-term (49 year) lease of tea, avocado, macadamia and timber plantation estates totaling roughly eight thousand acres in South Africa. Under the terms of the lease, the Company is required to pay annual rent of R250,000 ($30,000) plus an annual dividend of 26% of net income generated from the use of the property with a R500,000 ($60,000) annual minimum dividend. The first payment of R20,883 ($2,610) was due April 2012, but by mutual agreement this payment was extended until funding is received under the loan from the Land Bank of South Africa. On March 1, 2012, the Company entered into a 10 year lease for office space for its subsidiary Dunn Roman Holdings. Under the terms of the lease, payments are $2,500 a month. | |
Both of these leases either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of September 30, 2013, the amount of this deferred liability was $1,109,126. |
Related_Party_Transaction
Related Party Transaction | 3 Months Ended |
Sep. 30, 2013 | |
Related Party Transaction | ' |
Related Party Transaction | ' |
NOTE 13 – RELATED PARTY TRANSACTION | |
In addition to the loans payable and receivables as discussed above, the Company had the following related party transactions during the quarter ended September 30, 2013. | |
Office Lease | |
The Company leases its South African Office space from a trust of which one of the beneficiaries serves on the Board of Directors of Dunn Roman Holding—Africa, Ltd., a subsidiary of the Company. The lease agreement calls for monthly payments of $2,500. During the quarter ended September 30, 2013, a total of $5,184 was paid in rent expense. | |
Compensation to Officers and Management | |
Pursuant to three employment agreements executed on March 1, 2013 by the Company with two of its officers and one manager, the Company is also obligated to issue 4,000,000 common shares at the end of each completed year for services rendered to the Company. The Company valued the 4,000,000 shares at the closing stock price on the date of the executed agreement which was $0.06 per share. At September 30, 2013, the Company accrued compensation expense for services completed in the amount of $261,600, which has been recorded as Stock Subscription Payable. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
NOTE 15 – SUBSEQUENT EVENTS | |
Management was evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that besides listed below, no material subsequent events exist through the date of this filing. | |
1. On November 11, 2013, the company paid $143,000 to satisfy its obligation under a convertible debenture issued in May 2013. | |
2. In November 2013, the company issued a non-convertible promissory note to an unrelated third party in the amount of $250,000. The note is due November 1, 2014 and earns interest at 6% per annum. | |
Summary_Of_Accounting_Policies1
Summary Of Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Summary Of Accounting Policies Policies | ' |
Use Of Estimates | ' |
Use of Estimates | |
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. | |
Cash And Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |
Revenue Recognition | ' |
Revenue recognition | |
The Company presently derives its revenue from the sale of timber and agricultural products produced on its farm and tea estate holdings in South Africa. Revenue is recognized when the product is delivered to the customer. Once production of the Company’s Phytofare™ botanical extracts commence in 2014, revenues will be recognized when product is shipped. | |
Concentration Of Credit Risk | ' |
Concentration of Credit Risk | |
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. | |
Property And Equipment | ' |
Property and equipment | |
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. | |
Impairment Of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment. | |
Earnings Per Share | ' |
Earnings per Share | |
Basic gain or loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There are no dilutive outstanding common stock equivalents as of June 30, 2013 and 2012. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | |
The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the Company did not recognize any change in the liability for unrecognized tax benefits. | |
The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007. | |
The Company is not currently under examination by any federal or state jurisdiction. | |
The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. | |
Off-Balance Sheet Arrangements | ' |
Off-Balance Sheet Arrangements | |
We have no off-balance sheet arrangements. | |
Emerging Growth Company | ' |
Emerging Growth Company | |
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |
Fair Value Of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. | |
Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. | |
Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: | |
Level 1 | |
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. | |
Level 2 | |
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; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
Level 3 | |
Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. | |
Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. | |
Advertising | ' |
Advertising | |
Advertising costs are expensed as incurred. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
Plandaí Biotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements: | |
Global Energy Solutions, Ltd. 100% owned by Plandaí Biotechnology, Inc. | |
Dunn Roman Holdings—Africa, Ltd 82% owned by Plandaí Biotechnology, Inc. | |
Breakwood Trading 22 (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa | |
Green Gold Biotechnologies (Pty) Ltd. 74% owned by Dunn Roman Holdings-Africa | |
During the year ended June 30, 2013, the Company determined that the entity, Global Energy Solutions, was unnecessary to operations and decided to dissolve that corporation, resulting in the stock of Dunn Roman Holdings-Africa being held directly by Plandaí. All liabilities were either satisfied or forgiven and all bank accounts closed. There were no operations in Global Energy Solutions during the periods presented. Global Energy Solutions was officially dissolved during the year ended June 30, 2013. | |
All intercompany balances have been eliminated in consolidation. | |
Straight-lining of Lease Obligation | ' |
Straight-lining of Lease Obligation | |
Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of September 30, 2013, the amount of this deferred liability was $1,109,126. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below. | |
In May 2011, the FASB issued ASC update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in US generally accepted accounting principles ("U.S. GAAP") and International Financial Reporting Standards ("IFRS"). Consequently, the amendments converge the fair value measurement guidance in U.S. GAAP and IFRS. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. The amendments in this update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include the following: 1) measuring the fair value of financial instruments that are managed within a portfolio, 2) application of premiums and discounts in a fair value measurement, and 3) additional disclosures about fair value measurements. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The Company does not believe that adoption of this update will have a material impact on its financial statements. | |
In June 2011, the FASB issued ASC update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. The FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this update. The amendments require that all non-owner changes in stockholder’s equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and total for other comprehensive income, along with a total for comprehensive income. | |
The entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of comprehensive income are presented. The amendments in this update should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. | |
In September 2011, the FASB issued an accounting update that gives companies the option to make a qualitative evaluation about the likelihood of goodwill impairment. Companies will be required to perform the two-step impairment test only if it concludes that the fair value of a reporting unit is more likely than not less than its carrying value. The accounting update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We did not early adopt this guidance and do not believe our adoption of the new guidance in 2012 will have a material impact on our consolidated financial position, results of operations or cash flows. | |
In December 2011, the FASB issued an accounting update that will add new disclosure requirements for entities with recognized financial instruments that are appropriately offset on the balance sheet or that are subject to a master netting arrangement. The accounting update is effective for periods beginning on or after January 1, 2013 with retrospective presentation. We do not believe this guidance will have a material impact on our presentation and disclosure. | |
In December 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-29 (ASU 2010-29), Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. This Accounting Standards Update requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The amendments in this Update affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments in this Update are effective prospectively for 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, 2010. The adoption of ASU 2010-29 did not have a material effect on its financial position, results of operations or cash flows. | |
In February 2010, the FASB issued ASU No. 2010-09 Subsequent Events (ASC Topic 855) - Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position, results of operations or cash flows. | |
Financial Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriate accounting treatment under U.S. GAAP for companies that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income. The Company adopted FAS 52 in the year ended June 30, 2012 and has chosen US dollars as the local currency. The effect of adopting FAS 52 have been reflected in the accompanying consolidated financial statements. | |
Statement of Financial Accounting Standards No. 35, Capitalization of Interest Costs, establishes standards for capitalizing interest cost as part of the historical cost of acquiring certain assets. To qualify for interest capitalization, assets must require a period of time to get them ready for their intended use. In the year Ended June 30, 2012, the Company borrowed funds to commence the construction of a manufacturing facility which is expected to be completed during 2013. The company accordingly adopted FAS 35 and capitalized interest associated with the borrowing. | |
Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements, establishes standards for accounting for noncontrolling interest, sometimes called a minority interest, which is that portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. FAS 160 requires that the minority portion of equity and net income/loss from operations of consolidated entities be reflected in the financial statements. The Company previously adopted FAS 160 and has reflected the impact in the accompanying consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Long_Term_Debt_Tables
Long Term Debt (Tables) | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Long Term Debt Tables | ' | ||||
Schedule Of Long Term Debt | ' | ||||
Loan Principle | $ | 10,490,711 | |||
Less: Discount | 585,000 | ||||
Net Loan per Books | $ | 9,905,711 | |||
Fixed_Assets_Tables
Fixed Assets (Tables) | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Fixed Assets Tables | ' | ||||
Schedule Of Fixed Assets | ' | ||||
Fixed assets, stated at cost, less accumulated depreciation at September 30, 2013 consisted of the following: | |||||
June 30, | |||||
2013 | |||||
Total Fixed Assets | $ | 8,480,680 | |||
Less: Accumulated Depreciation | (165,076 | ) | |||
Fixed Assets, net | $ | 8,315,604 | |||
Long_Term_Debt_Details
Long Term Debt (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Long Term Debt Details | ' | ' |
Loan Principle | $10,490,711 | ' |
Less: Discount | 585,000 | ' |
Net Loan Per books | $9,905,711 | $9,173,702 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Fixed Assets Details | ' | ' |
Total Fixed Assets | $8,480,680 | ' |
Less: Accumulated Depreciation | 165,076 | ' |
Fixed Assets, net | $8,315,604 | $7,924,910 |
Nature_Of_Operations_And_Going1
Nature Of Operations And Going Concern (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended |
Nov. 17, 2011 | Jun. 30, 2012 | Sep. 30, 2011 | |
Global Energy Solutions, Inc (GES) | Global Energy Solutions, Inc (GES) | Diamond Ranch Ltd And Executive Seafood Inc | |
Net loss | ' | ' | $126,000 |
Name of acquired entity | 'Global Energy Solutions, Inc. ("GES"), an Irish corporation | ' | ' |
Percentage of ownership acquired | 100.00% | ' | ' |
Excess of liabilities over assets taken over | ' | ' | $5,000,000 |
Shares issued to GES | 76,000,000 | 25,415,300 | ' |
Summary_Of_Accounting_Policies2
Summary Of Accounting Policies (Property And Equipment) (Narrative) (Details) | 3 Months Ended |
Sep. 30, 2013 | |
Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful life | '3 years |
Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful life | '5 years |
Summary_Of_Accounting_Policies3
Summary Of Accounting Policies (Principles Of Consolidation) (Narrative) (Details) | Sep. 30, 2013 |
Global Energy Solutions Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by Plandai Biotechnology Inc | 100.00% |
Dunn Roman Holdings-Africa, Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by Plandai Biotechnology Inc | 82.00% |
Breakwood Trading 22 (Pty) Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by Dunn Roman Holdings-Africa | 74.00% |
Green Gold Biotechnologies (Pty) Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by Dunn Roman Holdings-Africa | 74.00% |
Receivable_From_Related_Party_
Receivable From Related Party (Narrative) (Details) (Affiliated Company, USD $) | Sep. 30, 2013 |
Affiliated Company | ' |
Related Party Transaction [Line Items] | ' |
Related party receivable | $60,759 |
Loans_From_Related_Parties_Nar
Loans From Related Parties (Narrative) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 |
Loans From Related Parties | |||
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument interest rate, minimum | ' | ' | 8.00% |
Debt instrument interest rate, maximum | ' | ' | 10.00% |
Debt instrument maturity date | ' | ' | 1-Jan-14 |
Loans from Related Parties | $503,269 | $501,518 | $503,269 |
Line_Of_Credit_Narrative_Detai
Line Of Credit (Narrative) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 |
Line Of Credit | Line Of Credit | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Line of credit available at the time of entering into agreement | ' | ' | $500,000 | ' |
Line of credit increase during the period | ' | ' | 1,000,000 | ' |
Line of credit maturity date | ' | ' | 5-Jan-14 | ' |
Interest rate on line of credit | ' | ' | 10.00% | ' |
Accrued interest | 115,852 | 93,184 | ' | 115,852 |
Line of credit | $777,503 | $752,503 | ' | $777,503 |
Debenture_Payable_Narrative_De
Debenture Payable (Narrative) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 | Sep. 30, 2013 | Aug. 20, 2013 | Sep. 30, 2013 |
Convertible Notes Payable | Convertible Notes Payable | Two Convertible Promissory Notes | Two Convertible Promissory Notes | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Debt instrument face amount | ' | ' | $103,500 | ' | $550,000 | ' |
Debt instrument interest rate | ' | ' | 8.00% | ' | 8.00% | ' |
Debt instrument conversion terms | ' | ' | ' | ' | ' | ' |
The debenture is convertible into common stock of the company at a discount of 42% off the market price of the company’s common stock six months after issuance (November 2013). | When the notes become payable, the holder has the option of converting the unpaid balance of any advances into common stock of the company at a discount of 40% off the then current price per share. | |||||
Debt instrument maturity description | ' | ' | 'February 2014 | ' | ' | ' |
Debt instrument term | ' | ' | ' | ' | '6 months | ' |
Debt repayment terms | ' | ' | ' | ' | ' | ' |
During the first 90 days from issuance, the notes are repayable without incurring any interest charges. | ||||||
Convertible note payable | $228,500 | $103,500 | ' | $103,500 | ' | $125,000 |
Long_Term_Debt_Narrative_Detai
Long Term Debt (Narrative) (Details) | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2012 |
USD ($) | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | |
USD ($) | Green Gold Biotechnologies (Pty) Ltd | Breakwood Trading 22 (Pty) Ltd | South Africa, Rand | ||
USD ($) | USD ($) | ZAR | |||
Debt instrument face amount | ' | $13,000,000 | ' | ' | 100,000,000 |
Interest rate on loan | ' | 'Prime plus 0.50 % per annum | ' | ' | ' |
Loan duration | ' | '7 years | ' | ' | ' |
Loans executed through | ' | 'Green Gold Biotechnologies (Pty) Ltd and Breakwood Trading 22(Pty) Ltd | ' | ' | ' |
Loan description | ' | ' | ' | ' | ' |
In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first drawn down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. | |||||
Loan covenants description | ' | ' | ' | ' | ' |
By way of loan covenants, the borrowing entities are required to maintain a debt to equity ratio of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1. | |||||
Amount drawn against loan | $10,490,711 | ' | $8,154,904 | $2,335,806 | ' |
Common_Stock_Narrative_Details
Common Stock (Narrative) (Details) (Restricted Common Stock, USD $) | 3 Months Ended |
Jun. 30, 2013 | |
Restricted Common Stock | ' |
Common stock issued | 50,000 |
Common stock issued value | $15,000 |
Capitalized_Lease_Obligations_
Capitalized Lease Obligations (Narrative) (Details) | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||
Feb. 29, 2012 | Apr. 30, 2012 | Feb. 29, 2012 | Apr. 30, 2012 | Mar. 01, 2012 | |
Tea Estate | Tea Estate | Tea Estate | Tea Estate | Office Space | |
USD ($) | USD ($) | South Africa, Rand | South Africa, Rand | Director of Dunn Roman Holding, Ltd | |
acre | ZAR | ZAR | USD ($) | ||
Lease period | '49 years | ' | ' | ' | '10 years |
Land area | 8,000 | ' | ' | ' | ' |
Lease terms | ' | ' | ' | ' | ' |
Under the terms of the lease, the Company is required to pay annual rent of R250,000 ($30,000) plus an annual dividend of 26% of net income generated from the use of the property with a R500,000 ($60,000) annual minimum dividend. | |||||
Lease rent due in April 2012 | ' | $2,610 | ' | 20,883 | ' |
Monthly rent | $30,000 | ' | 250,000 | ' | $2,500 |
Related_Party_Transaction_Narr
Related Party Transaction (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 01, 2013 | |
Director of Dunn Roman Holding, Ltd | Two Officers And Manager | |||
Three Employment Agreements | ||||
Rent expenses | $178,580 | ' | $5,184 | ' |
Employment agreements description | ' | ' | ' | ' |
Pursuant to three employment agreements executed on March 1, 2013 by the Company with two of its officers and one manager, the Company is also obligated to issue 4,000,000 common shares at the end of each completed year for services rendered to the Company. The Company valued the 4,000,000 shares at the closing stock price on the date of the executed agreement which was $0.06/share |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (Subsequent Event, USD $) | 1 Months Ended | 2 Months Ended |
Nov. 11, 2013 | Nov. 16, 2013 | |
Convertible debenture issued in May 2013 | Non convertible promissory note issued | |
Convertible debenture paid | $143,000 | ' |
Non-convertible promissory note issue | ' | $250,000 |
Note due date | ' | 1-Nov-14 |
Note interest rate | ' | 6.00% |