Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Sep. 20, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Plandai Biotechnology, Inc. | ' |
Entity Central Index Key | '0001317880 | ' |
Document Type | '10-K | ' |
Document Period End Date | 30-Jun-13 | ' |
Amendment Flag | 'true | ' |
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 Public Float | $19,894,000 | ' |
Entity Common Stock, Shares Outstanding | ' | 106,270,760 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Amendment Description | 'This form 10 K for the year ended June 30, 2013 is being amended to include additional disclosure regarding the note payable to Land and Agriculture Bank of South Africa. In addition references to minority interest or minority shareholder were changed to non-controlling interest or non-controlling shareholder. There are no changes to the financial statements. | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Current Assets: | ' | ' |
Cash | $498,917 | $5,112 |
Inventory | 6,439 | ' |
Accounts Receivable | 13,638 | ' |
Total Current Assets | 518,994 | 5,112 |
Deposits | 10,648 | 5,813,990 |
Other Assets | 380,929 | 22,068 |
Fixed Assets – Net | 7,924,910 | 215,837 |
Total Assets | 8,835,482 | 6,057,007 |
Current Liabilities: | ' | ' |
Accounts Payable and Accrued Expenses | 516,006 | 64,322 |
Accrued Interest | 93,184 | 28,219 |
Convertible Note Payable | 103,500 | ' |
Derivative Liability | 45,227 | ' |
Related Party Payables | 145,822 | 7,940 |
Total Current Liabilities | 903,739 | 100,481 |
Loans from Related Parties | 501,518 | 402,903 |
Capitalized Lease Obligation | 988,381 | 592,639 |
Credit Line | 752,503 | 614,168 |
Long Term Debt, Net of Discount | 9,173,702 | 5,228,990 |
Total Liabilities | 12,319,844 | 6,939,181 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common Stock, $0.0001 par value; authorized 500,000,000 shares; 106,270,760 and 110,895,300 issued and outstanding at June 30, 2013 and June 30, 2012, respectively | 10,628 | 11,090 |
Stock Subscritption Payable | 261,600 | ' |
Additional Paid-In Capital | 7,833,976 | 7,894,278 |
Accumulated Deficit | -10,903,811 | -8,715,808 |
Cumulative Foreign Currency Translation Adjustment | 169,437 | 4,225 |
Total Stockholders' Deficit | -2,628,171 | -806,215 |
Non-controlling Interest | -856,191 | -75,959 |
Stockholder's Deficit Allocated to Plandai Biotechnology | -3,484,362 | -882,174 |
Total Liabilities and Stockholders' Deficit | $8,835,482 | $6,057,007 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
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 | 106,270,760 | 110,895,300 |
Common Stock, Shares Outstanding | 106,270,760 | 110,895,300 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues | $359,143 | $74,452 |
Cost of Goods | 963,209 | ' |
Gross Profit | -604,066 | 74,452 |
Expenses: | ' | ' |
Salaries & Wages | 764,230 | 2,301,534 |
Rent | 477,766 | 64,053 |
Utilities | 15,003 | 35,745 |
Insurance | 71,601 | ' |
Professional Services | 231,074 | 1,135,056 |
Depreciation | 135,039 | ' |
General and Administrative | 358,986 | 347,839 |
Total Expenses | 2,053,698 | 3,884,226 |
Operating Loss | -2,657,764 | -3,809,774 |
Other Expense | ' | ' |
Interest Expense | -265,245 | -28,586 |
Derivative Interest | -45,227 | ' |
Total Other Expense | -310,472 | -28,586 |
Net Loss | -2,968,236 | -3,838,360 |
Loss Allocated to Non-controlling Interest | -780,231 | -61,188 |
Net Loss, Adjusted | -2,188,005 | -3,777,172 |
Other Comprehensive Income | ' | ' |
Foreign Currency Translation Adjustment | 165,212 | 4,225 |
Comprehensive Loss | ($2,022,793) | ($3,772,947) |
Basic & diluted loss per share | ($0.01) | ($0.02) |
Weighted Avgerage Shares Outstanding | 110,895,300 | 96,323,533 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($2,188,005) | ($3,777,172) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation | 135,039 | ' |
Loss Allocated to Non-Controlling Owners | -780,232 | -61,118 |
Stock Issued for Services | -80,000 | 2,977,700 |
Common Stock Issuable | 261,600 | ' |
Foreign Currency Translation Adjustment | 165,212 | 4,225 |
Forgiveness of Interest | 3,736 | ' |
Derivative Liability | 45,227 | ' |
Capitalized Lease Obligation | 493,805 | 64,053 |
Prepaid Expenses | -10,647 | -22,068 |
Accounts Receivable | -13,638 | ' |
Inventory | -6,439 | ' |
Other Assets | -358,861 | ' |
Accounts Payable and Accrued Expenses | 451,684 | 27,347 |
Related Party Payables | 137,882 | -37,482 |
Accrued Interest | 64,965 | 28,219 |
Net Cash Used in Operating Activities | -1,776,736 | -796,296 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Deposits on Equipment | ' | 5,813,990 |
Loans from Related Parties | -26,385 | 402,903 |
Purchase of Fixed Assets | 2,030,122 | 215,837 |
Net Cash Used in Investing Activities | -2,056,507 | -5,626,924 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds From Long-term Debt, Net of Discount | 3,944,712 | 5,813,990 |
Borrowings under Convertible Note | 103,500 | ' |
Net Borrowings Under Credit Line | 138,335 | 614,168 |
Proceeds from the Sale of Common Stock | 140,500 | ' |
Net Cash Provided by Financing Activities | 4,327,047 | 6,428,158 |
Net (Decrease) Increase in Cash and Cash Equivalents | 493,805 | 4,938 |
Cash and Cash Equivalents at Beginning of Year | 5,112 | 174 |
Cash and Cash Equivalents at End of Year | $498,917 | $5,112 |
Consolidated_Statements_Of_Equ
Consolidated Statements Of Equity (USD $) | Common Stock | Additional Paid-In Capital | Stock Subscription Payable | Accumulated Deficit | Non-Controlling Interest | Cummulative Currency Translation Adjustment | Total |
Balance Value at Jun. 30, 2011 | $7,600 | $4,195,610 | ' | ($4,938,636) | ($14,771) | ' | ($750,197) |
Balance Shares at Jun. 30, 2011 | 76,000,000 | ' | ' | ' | ' | ' | ' |
Deemed capital contribution from forgiveness of related party debt | ' | 139,458 | ' | ' | ' | ' | 139,458 |
Stock Issued On Share Exchange, Shares | 25,415,300 | ' | ' | ' | ' | ' | ' |
Stock Issued On Share Exchange, Value | 2,542 | -2,542 | ' | ' | ' | ' | ' |
Foreign Currency Translation Adjustment | ' | ' | ' | ' | ' | 4,225 | 4,225 |
Shares Issued As Loan Origination Fee, Shares | 1,500,000 | ' | ' | ' | ' | ' | ' |
Shares Issued as Loan Origination Fee, Value | 150 | 584,850 | ' | ' | ' | ' | 585,000 |
Shares Issued For Services, Shares | 7,980,000 | ' | ' | ' | ' | ' | ' |
Shares Issued For Services, Value | 798 | 2,976,902 | ' | ' | ' | ' | 2,977,700 |
Forgiveness Of Shareholder Loan Interest | ' | ' | ' | ' | ' | ' | ' |
Net Loss For The Period | ' | ' | ' | -3,777,172 | -61,188 | ' | -3,838,360 |
Balance Value at Jun. 30, 2012 | 11,090 | 7,894,278 | ' | -8,715,808 | -75,959 | 4,225 | -882,174 |
Stock issuable to officers and directors for services at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' |
Balance Shares at Jun. 30, 2012 | 110,895,300 | ' | ' | ' | ' | ' | 110,895,300 |
Foreign Currency Translation Adjustment | ' | ' | ' | ' | ' | 165,212 | 165,212 |
Forgiveness Of Shareholder Loan Interest | ' | 3,736 | ' | ' | ' | ' | 3,736 |
Stock Issued For Cash, Shares | 525,460 | ' | ' | ' | ' | ' | ' |
Stock Issued For Cash, Value | 53 | 140,447 | ' | ' | ' | ' | 140,500 |
Cancelled Shares, Shares | -5,150,000 | ' | ' | ' | ' | ' | ' |
Cancelled Shares, Value | -515 | -204,485 | ' | ' | ' | ' | -205,000 |
Net Loss For The Period | ' | ' | ' | -2,188,005 | -780,231 | ' | -2,968,236 |
Balance Value at Jun. 30, 2013 | 10,628 | 7,833,976 | 261,600 | -10,903,813 | -856,191 | 169,437 | -3,484,362 |
Stock issuable to officers and directors for services at Jun. 30, 2013 | ' | ' | $261,600 | ' | ' | ' | $261,600 |
Balance Shares at Jun. 30, 2013 | 106,270,760 | ' | ' | ' | ' | ' | 106,270,760 |
Nature_Of_Operations_And_Going
Nature Of Operations And Going Concern | 12 Months Ended |
Jun. 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. | |
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”). |
Summary_Of_Accounting_Policies
Summary Of Accounting Policies | 12 Months Ended | |
Jun. 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 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. | ||
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | ||
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||
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 June 30, 2013, the amount of this deferred liability was $988,381. | ||
Recent Accounting Pronouncements | ||
The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification. | ||
In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which resulted in common requirements for measuring fair value and for disclosing information about fair value measurement under both U.S. GAAP and International Financial Reporting Standards (IFRS), including a consistent definition of the term "fair value." The amendments were effective beginning in the first quarter of 2012, and did not have a material effect on our consolidated financial statements. | ||
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income. This update amended the provisions of FASB ASC 220-10 by eliminating the option of reporting other comprehensive income in the statement of changes in stockholders’ equity. Companies will have the option of presenting net income and other comprehensive income in a single, continuous statement of comprehensive income or presenting two separate but consecutive statements of net income and comprehensive income. The new presentation requirements are effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard is not anticipated to have a material impact on our financial statements. | ||
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for Impairment. This update amended the provisions of FASB ASC 350-20-35 by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this standard is not anticipated to have a material impact on our financial statements. | ||
The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. |
Segment_Information
Segment Information | 12 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment Information | ' | |||||||
NOTE 3 – SEGMENT INFORMAION | ||||||||
Geographical Locations | ||||||||
The following information summarizes the financial information regarding Plandaí Biotechnology Inc. and its three South African subsidiaries at June 30, 2013: | ||||||||
South Africa | United States | |||||||
Assets | $ | 8,829,559 | $ | 5,923 | ||||
Liabilities | 11,678,121 | 561,723 | ||||||
Revenues | 359,143 | — | ||||||
Expenses | 1,387,660 | 312,438 | ||||||
Loans_From_Related_Parties
Loans From Related Parties | 12 Months Ended |
Jun. 30, 2013 | |
DisclosureLoansFromRelatedPartiesAbstract | ' |
Loans From Related Parties | ' |
NOTE 4 –LOANS FROM RELATED PARTIES | |
As of June 30, 2013, the Company has outstanding loans to various related parties in the amount of $501,518. 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 | 12 Months Ended |
Jun. 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 June 30, 2013, the balance drawn down on the credit line was $752,503 and accrued interest was $93,184. 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 has the right to pre-pay the debenture prior to conversion and has made arrangements to do so. The Company recorded a derivative liability of $45,227 which represents the estimated value of the shares over and above the amount of debenture that would be issued on conversion. | |
Long_Term_Debt
Long Term Debt | 12 Months Ended | ||||
Jun. 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 June 30, 2013, a total of $7,740,800 had been drawn down against the loans by Green Gold Biotechnologies (Pty) Ltd., which was used to purchase fixed assets that will be employed in South Africa to produce the company’s botanical extracts. Additionally, $2,017,903 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 | $ | 9,758,702 | |||
Less: Discount | 585,000 | ||||
Net Loan per Books | $ | 9,173,702 | |||
Currency_Adjustment
Currency Adjustment | 12 Months Ended |
Jun. 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 June 30, 2012 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 June 30, 2013, the cumulative currency translation adjustments were $169,437. | |
Fixed_Assets
Fixed Assets | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Fixed Assets | ' | ||||||||
NOTE 9 – FIXED ASSETS | |||||||||
Fixed assets, stated at cost, less accumulated depreciation at June 30, 2013 and June 30, 2012 consisted of the following: | |||||||||
June 30, | June 30, | ||||||||
2013 | 2012 | ||||||||
Total Fixed Assets | $ | 8,043,692 | $ | 215,837 | |||||
Less: Accumulated Depreciation | (118,782 | ) | — | ||||||
Fixed Assets, net | $ | 7,924,910 | $ | 215,837 | |||||
Depreciation expense | |||||||||
Depreciation expense for the year ended June 30, 2013 and 2012 was $135,039 and $0, respectively. The Company did not commence depreciating the leasehold improvements and other fixed assets until placed in service. The difference between accumulated depreciation and depreciation expense in 2013 resulted from the application of the currency adjustment (see Note 8). | |||||||||
Deposits
Deposits | 12 Months Ended |
Jun. 30, 2013 | |
Notes to Financial Statements | ' |
Deposits | ' |
NOTE 10 – DEPOSITS | |
Deposits as of June 30, 2012 consisted of machinery and equipment ordered from CRS Technologies. A deposit of $5,813,990 was paid to CRS Technologies via a loan from Land Bank described in Note 6. During the year ended June 30, 2013, this equipment was received by Plandaí and the balance was transferred to Fixed Assets. |
Common_Stock
Common Stock | 12 Months Ended |
Jun. 30, 2013 | |
DisclosureCommonStockAbstract | ' |
Common Stock | ' |
NOTE 11 – COMMON STOCK | |
During the year ended June 30, 2012, the Company recorded the following issuances of stock: | |
A total of 76,000,000 shares of common stock were issued to acquire 100% of the capital of Plandaí Biotechnologies, Inc., which owns several subsidiary companies located in South Africa. For reporting purposes, these shares have been reflected as outstanding since inception and the issued and outstanding capital immediately prior to the share exchange has been shown as issued as of the date of the share exchange. | |
Prior to executing the share exchange, the Company issued 14,000,000 to various third parties in exchange for services rendered. These shares, together with the prior outstanding balance, have been treated as shares issued as of the share exchange date since Plandaí is the surviving company for reporting purposes. | |
The Company issued a total of 7,980,000 shares of restricted common stock in exchange for services previously rendered. The value of such shares on the date of issuance, $2,979,509, has been recorded as an expense in the current period. | |
In February 2012, the Company issued a total of 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 26% 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 as a cost of securing the financing. The value of the shares on the date of issuance, $585,000, has been recorded as a discount to Long Term Notes Payable. As funds are advanced on the loan, the $585,000 will be amortized over the life of the loan (7 years). | |
During the year ended June 30, 2013, the Company recorded the following common stock transactions: | |
In February of 2013, the Company cancelled 250,000 shares of common stock that had been issued in the prior year for services to be performed. Those services were never rendered, resulting in the shares being returned to the company and cancelled. The value of the shares was previously recorded as an $80,000 operating expense. As a result of the canceled shares, the Company recorded an $80,000 reduction in operating expenses. | |
In February 2013, the Company repurchased 4,900,000 shares of common stock from a former director of the Company which had been issued for services rendered for total consideration of $125,000, which represented a 50% discount to market on the date of purchase. The shares were returned to treasury and subsequently cancelled. | |
In May and June of 2013, the Company issued a total of 525,460 shares of restricted common stock in exchange for proceeds of $140,500. | |
In February of 2013, the Company’s Board of Directors authorized the issuance of 4,360,000 shares of restricted common stock to officers and directors of the Company. As of the date of this report, the shares are yet to be issued and have been recorded as a stock subscription payable. The shares were for professional services provided to the Company and completed prior to June 30, 2013. The Company has recorded an expense of $261,600 which was calculated using the fair market price of the stock on the date of the board resolution authorizing the issuance of shares. |
NonControlling_Interest
Non-Controlling Interest | 12 Months Ended |
Jun. 30, 2013 | |
DisclosureMinorityInterestAbstract | ' |
Non-Controlling Interest | ' |
NOTE 12 – NON-CONTROLLING 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 non-controlling 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, non-controlling 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. |
Future_Obligations
Future Obligations | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Future Obligations | ' | ||||||||
Future Obligation | ' | ||||||||
NOTE 13 – FUTURE OBLIGATIONS | |||||||||
Leases | |||||||||
In February 2012, the Company entered into a long-term (49 year) lease of tea, avocado, macadamia and timber plantation estates totaling roughly 8 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 has been 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 will be $2,500 a month. The leaser is a related party to the Company. See note 14 for more information. | |||||||||
The table below summarized the future lease obligations for the fiscal years ended. | |||||||||
Tea Estate | Office Space | ||||||||
30-Jun-14 | $ | 360,000 | $ | 30,000 | |||||
30-Jun-15 | 360,000 | 30,000 | |||||||
30-Jun-16 | 360,000 | 30,000 | |||||||
30-Jun-17 | 360,000 | 30,000 | |||||||
30-Jun-18 | 360,000 | 30,000 | |||||||
Total five year lease obligation | $ | 1,800,000 | $ | 150,000 | |||||
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 June 30, 2013, the amount of this deferred liability was $988,381. | |||||||||
Employment Agreements | |||||||||
The company executed three employment agreements in March of 2013 with two officers and one management level employee. Each contract is for a five year term. Once the Company successfully raises $5,000,000 in raised capital equity, the employment agreements call for annual salaries of $420,000 for the three employment agreements combined. As of right now, the Company has not raised the $5,000,000 in capital equity so it cannot sustain such payments and therefore pays only $180,000 annually for the three employment agreements combined. Pursuant to the three employment agreements in aggregate, 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. At June 30, 2013, with regards to the future issuance of 4,000,000 shares, the Company accrued compensation expense for services completed in the amount of $80,000. |
Related_Party_Transaction
Related Party Transaction | 12 Months Ended |
Jun. 30, 2013 | |
Related Party Transaction | ' |
Related Party Transaction | ' |
NOTE 14 – RELATED PARTY TRANSACTION | |
In addition to the loans payable as discussed above (see Note 4), the Company had the following related party transactions during the years ended June 30, 2013 and 2012. | |
Deposits on Equipment | |
In June 2012, the Company’s subsidiary, Green Gold Biotechnology (Pty), Ltd., ordered machinery and equipment from CRS Technology, Inc., a company controlled by a trust of which Roger Duffield and Daron Baylis Duffield are the beneficiaries. The total purchase price of the assets acquired of approximately $5,779,200 (R47,793,992) was paid for from proceeds from the Land and Agriculture Bank of South Africa. | |
Accounts Payable to Related Parties | |
As of June 30, 2013 and 2012, the Company has accounts payable to related parties balances totaling $145,822 and $7,940 which consists primary of amounts owed to a company controlled by an officer and director of the company which paid certain operating expenses on behalf of the company. | |
Shareholder Loans | |
As of June 30, 2013 and 2012, the Company has outstanding loans from the Company’s Chief Executive Officer in the amount of $501,518 and $402,903. These loans were provided for short-term working capital purposes and bear interest at a rate of 4%. The loans cannot be called until the Company’s obligations under the Land & Agriculture Bank of South Africa have been met. | |
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 years ended June 30, 2013 and 2012, a total of $32,154 and $0 has been 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/share. At June 30, 2013, with regards to the future issuance of 4,000,000 shares, the Company accrued compensation expense for services completed in the amount of $80,000. |
Going_Concern
Going Concern | 12 Months Ended |
Jun. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 15 - GOING CONCERN | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statement, the Company has an accumulated deficit of $10,903,811 as of June 30, 2013. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months. | |
To meet these objectives, the Company continues to raise additional working capital through the private placement of our common stock in order to support existing operations and expand the range and scope of its business. However, there are no assurances that we will be successful through the private placement of our securities on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations. | |
The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Jun. 30, 2013 | |||
Subsequent Events | ' | ||
Subsequent Events | ' | ||
NOTE 16 – 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 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 August 26, 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. | ||
2 | In July of 2013, the Company issued 16,700 common shares for $5,000 cash. |
Summary_Of_Accounting_Policies1
Summary Of Accounting Policies (Policies) | 12 Months Ended | |
Jun. 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 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. | ||
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | ||
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||
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 June 30, 2013, the amount of this deferred liability was $988,381. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification. | ||
In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which resulted in common requirements for measuring fair value and for disclosing information about fair value measurement under both U.S. GAAP and International Financial Reporting Standards (IFRS), including a consistent definition of the term "fair value." The amendments were effective beginning in the first quarter of 2012, and did not have a material effect on our consolidated financial statements. | ||
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income. This update amended the provisions of FASB ASC 220-10 by eliminating the option of reporting other comprehensive income in the statement of changes in stockholders’ equity. Companies will have the option of presenting net income and other comprehensive income in a single, continuous statement of comprehensive income or presenting two separate but consecutive statements of net income and comprehensive income. The new presentation requirements are effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard is not anticipated to have a material impact on our financial statements. | ||
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for Impairment. This update amended the provisions of FASB ASC 350-20-35 by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this standard is not anticipated to have a material impact on our financial statements. | ||
The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. |
Segement_Information_Tables
Segement Information (Tables) | 12 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Segement Information Tables | ' | |||||||
Schedule Of Segment Information | ' | |||||||
The following information summarizes the financial information regarding Plandaí Biotechnology Inc. and its three South African subsidiaries at June 30, 2013: | ||||||||
South Africa | United States | |||||||
Assets | $ | 8,829,559 | $ | 5,923 | ||||
Liabilities | 11,678,121 | 561,723 | ||||||
Revenues | 359,143 | — | ||||||
Expenses | 1,387,660 | 312,438 | ||||||
Long_Term_Debt_Tables
Long Term Debt (Tables) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Long Term Debt Tables | ' | ||||
Schedule Of Long Term Debt | ' | ||||
As of June 30, 2013, the loan balance was: | |||||
Loan Principle | $ | 9,758,702 | |||
Less: Discount | 585,000 | ||||
Net Loan per Books | $ | 9,173,702 | |||
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Fixed Assets Tables | ' | ||||||||
Schedule Of Fixed Assets | ' | ||||||||
Fixed assets, stated at cost, less accumulated depreciation at June 30, 2013 and June 30, 2012 consisted of the following: | |||||||||
June 30, | June 30, | ||||||||
2013 | 2012 | ||||||||
Total Fixed Assets | $ | 8,043,692 | $ | 215,837 | |||||
Less: Accumulated Depreciation | (118,782 | ) | — | ||||||
Fixed Assets, net | $ | 7,924,910 | $ | 215,837 | |||||
Future_Obligations_Tables
Future Obligations (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Future Obligations Tables | ' | ||||||||
Schedule Of Future Lease Obligations | ' | ||||||||
The table below summarized the future lease obligations for the fiscal years ended. | |||||||||
Tea Estate | Office Space | ||||||||
30-Jun-14 | $ | 360,000 | $ | 30,000 | |||||
30-Jun-15 | 360,000 | 30,000 | |||||||
30-Jun-16 | 360,000 | 30,000 | |||||||
30-Jun-17 | 360,000 | 30,000 | |||||||
30-Jun-18 | 360,000 | 30,000 | |||||||
Total five year lease obligation | $ | 1,800,000 | $ | 150,000 | |||||
Segment_Information_Details
Segment Information (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Assets | $8,835,482 | $6,057,007 |
Liabilities | 12,319,844 | 6,939,181 |
Revenues | 359,143 | 74,452 |
South Africa | ' | ' |
Assets | 8,829,559 | ' |
Liabilities | 11,678,121 | ' |
Revenues | 359,143 | ' |
Expenses | 1,387,660 | ' |
United States | ' | ' |
Assets | 5,923 | ' |
Liabilities | 561,723 | ' |
Revenues | ' | ' |
Expenses | $312,438 | ' |
Long_Term_Debt_Details
Long Term Debt (Details) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Long Term Debt Details | ' | ' |
Loan Principle | $9,758,702 | ' |
Less: Discount | 585,000 | ' |
Net Loan Per books | $9,173,702 | $5,228,990 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 |
Fixed Assets Details | ' | ' |
Total Fixed Assets | $8,043,692 | $215,837 |
Less: Accumulated Depreciation | 118,782 | ' |
Fixed Assets, net | $7,924,910 | $215,837 |
Future_Obligations_Details
Future Obligations (Details) (USD $) | Jun. 30, 2013 |
Tea Estate | ' |
Operating Leased Assets [Line Items] | ' |
30-Jun-14 | $360,000 |
30-Jun-15 | 360,000 |
30-Jun-16 | 360,000 |
30-Jun-17 | 360,000 |
30-Jun-18 | 360,000 |
Total Five Years Lease Obligations | 1,800,000 |
Office Space | ' |
Operating Leased Assets [Line Items] | ' |
30-Jun-14 | 30,000 |
30-Jun-15 | 30,000 |
30-Jun-16 | 30,000 |
30-Jun-17 | 30,000 |
30-Jun-18 | 30,000 |
Total Five Years Lease Obligations | $150,000 |
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 (Narrative) (Details) | Jun. 30, 2013 |
Global Energy Solutions Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by parent company | 100.00% |
Dunn Roman Holdings-Africa, Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Holding by parent company | 82.00% |
Breakwood Trading 22 (Pty) Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Minority holding percentage | 74.00% |
Green Gold Biotechnologies (Pty) Ltd | ' |
Noncontrolling Interest [Line Items] | ' |
Minority holding percentage | 74.00% |
Loans_From_Related_Parties_Nar
Loans From Related Parties (Narrative) (Details) (Loans From Related Parties, Chief Executive Officer) | 12 Months Ended |
Jun. 30, 2013 | |
Loans From Related Parties | Chief Executive Officer | ' |
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 |
Line_Of_Credit_Narrative_Detai
Line Of Credit (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2012 | Jun. 30, 2013 | |
Line of Credit Facility [Line Items] | ' | ' |
Accrued interest | $28,219 | $93,184 |
Line of credit | 614,168 | 752,503 |
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 | ' | 93,184 |
Line of credit | ' | $752,503 |
Debenture_Payable_Narrative_De
Debenture Payable (Narrative) (Details) (USD $) | Jun. 30, 2013 | Jun. 30, 2012 | 31-May-13 | Jun. 30, 2013 |
Convertible Notes Payable | Convertible Notes Payable | |||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument face amount | ' | ' | $103,500 | ' |
Debt instrument interest rate | ' | ' | 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). | ||||
Debt instrument maturity description | ' | ' | 'February 2014 | ' |
Convertible note payable | 103,500 | ' | ' | 103,500 |
Derivative liability | $45,227 | ' | ' | $45,227 |
Long_Term_Debt_Narrative_Detai
Long Term Debt (Narrative) (Details) | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 |
USD ($) | 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. | |||||
Amount drawn against loan | $9,758,702 | ' | $7,740,800 | $2,017,903 | ' |
Common_Stock_Narrative_Details
Common Stock (Narrative) (Details) (USD $) | 12 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Feb. 28, 2013 | Feb. 28, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Feb. 28, 2013 | Jun. 30, 2012 | Feb. 29, 2012 | |
Restricted Common Stock | Restricted Common Stock | Restricted Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Various Third Parties | Three Individuals | |||
Officers And Directors | Former Director | Common Stock | Restricted Common Stock | ||||||||
Shares issued for services, shares | ' | ' | ' | 7,980,000 | ' | ' | ' | 7,980,000 | ' | 14,000,000 | ' |
Shares issued for services, value | ' | $2,977,700 | ' | $2,979,509 | ' | ' | ' | $798 | ' | ' | ' |
Shares issued as loan origination fees, shares | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | 1,500,000 |
Shares issued as loan origination fees, value | ' | 585,000 | ' | ' | ' | ' | ' | 150 | ' | ' | 585,000 |
Shares repurchased or cancelled, shares | ' | ' | ' | ' | ' | -250,000 | -5,150,000 | ' | -4,900,000 | ' | ' |
Shares repurchased or cancelled, value | -205,000 | ' | ' | ' | ' | -80,000 | -515 | ' | -125,000 | ' | ' |
Shares issued for cash, shares | ' | ' | 525,460 | ' | ' | ' | 525,460 | ' | ' | ' | ' |
Proceeds from the sale of stock | 140,500 | ' | 140,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of restricted common stock authorized by the board | ' | ' | ' | ' | 4,360,000 | ' | ' | ' | ' | ' | ' |
Stock Subscritption Payable | $261,600 | ' | ' | ' | $261,600 | ' | ' | ' | ' | ' | ' |
Future_Obligations_Narrative_D
Future Obligations (Narrative) (Details) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2013 | Jun. 30, 2012 | Mar. 01, 2013 | Jun. 30, 2013 | Apr. 30, 2012 | Feb. 29, 2012 | Apr. 30, 2012 | Feb. 29, 2012 | Mar. 01, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | |
USD ($) | USD ($) | Two Officers And Manager | Two Officers And Manager | Tea Estate | Tea Estate | Tea Estate | Tea Estate | Office Space | Office Space | Office Space | |
Three Employment Agreements | Three Employment Agreements | USD ($) | USD ($) | South Africa, Rand | South Africa, Rand | Director - Dunn Roman Holding, Ltd | Director - Dunn Roman Holding, Ltd | Director - Dunn Roman Holding, Ltd | |||
USD ($) | acre | ZAR | ZAR | USD ($) | USD ($) | USD ($) | |||||
Lease period | ' | ' | ' | ' | ' | '49 years | ' | ' | '10 years | ' | ' |
Land area | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' |
Annual rent | $477,766 | $64,053 | ' | ' | ' | $30,000 | ' | 250,000 | ' | $32,154 | $0 |
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 | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' |
Employment agreements description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The company executed three employment agreements in March of 2013 with two officers and one management level employee. Each contract is for a five year term. Once the Company successfully raises $5,000,000 in raised capital equity, the employment agreements call for annual salaries of $420,000 for the three employment agreements combined. Pursuant to the three employment agreements in aggregate, 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. | |||||||||||
Annual payment for three employment agreements | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' |
Accrued compensation expenses | $516,006 | $64,322 | ' | $80,000 | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transaction_Narr
Related Party Transaction (Narrative) (Details) | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
USD ($) | USD ($) | CRS Technology Inc | CRS Technology Inc | Officer And Director | Officer And Director | Chief Executive Officer | Chief Executive Officer | |
USD ($) | South Africa, Rand | USD ($) | USD ($) | Loans From Related Parties | Loans From Related Parties | |||
ZAR | USD ($) | USD ($) | ||||||
Total Asset Purchase | ' | ' | $5,779,200 | 47,793,992 | ' | ' | ' | ' |
Related Party Payables | 145,822 | 7,940 | ' | ' | 145,822 | 7,940 | ' | ' |
Loans from Related Parties | $501,518 | $402,903 | ' | ' | ' | ' | $501,518 | $402,903 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2013 | Jul. 31, 2013 | Aug. 20, 2013 | Aug. 26, 2013 | |
Common Stock | Subsequent Event | Subsequent Event | Subsequent Event | ||
Common Stock | Two Convertible Promissory Notes | Two Convertible Promissory Notes | |||
Debt instrument face amount | ' | ' | ' | $550,000 | ' |
Interest rate on debt | ' | ' | ' | 8.00% | ' |
Debt instrument term | ' | ' | ' | '6 months | ' |
Debt repayment terms | ' | ' | ' | ' | ' |
During the first 90 days from issuance, the notes are repayable without incurring any interest charges. | |||||
Debt conversion terms | ' | ' | ' | ' | ' |
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. | |||||
Proceeds from convertible debt | 103,500 | ' | ' | ' | 125,000 |
Shares issued for cash, shares | ' | 525,460 | 16,700 | ' | ' |
Shares issued for cash, value | $140,500 | $53 | $5,000 | ' | ' |