Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Kingfish Holding Corporation | |
Entity Central Index Key | 1374881 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
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 | 116,712,987 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash | $23,296 | $13,377 |
Prepaid expense | 10,000 | |
Total Assets | 23,296 | 23,377 |
Current liabilities: | ||
Accounts payable | 1,592,682 | 1,596,886 |
Accrued expenses | 390,034 | 390,034 |
Total Current Liabilities | 1,982,716 | 1,986,920 |
Long Term Liabilities: | ||
Notes payable | 247,459 | 271,894 |
Convertible notes payable to related party | 210,000 | 90,000 |
Rescission liability | 20,000 | 20,000 |
Total Long Term Liabilities | 477,459 | 381,894 |
Total Liabilities | 2,460,175 | 2,368,814 |
Stockholders' Deficit: | ||
Common stock, par $0.0001, 200,000,000 shares authorized, 116,712,987 shares issued and outstanding at March 31, 2015 and September 30, 2014, respectively | 11,672 | 11,672 |
Paid in capital | 4,129,945 | 4,129,945 |
Retained deficit | -6,558,496 | -6,467,054 |
Rescission liability | -20,000 | -20,000 |
Total Stockholders' Deficit | -2,436,879 | -2,345,437 |
Total Liabilities and Stockholders' Deficit | $23,296 | $23,377 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Balance Sheets Parenthetical | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, issued shares | 116,712,987 | 116,712,987 |
Common stock, shares outstanding | 116,712,987 | 116,712,987 |
STATEMENTS_OF_OPERATIONS_UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Expenses: | ||||
Insurance | $5,000 | $10,000 | ||
Office supplies | 30 | 30 | ||
Postage | 46 | 92 | 88 | 91 |
Professional fees | 17,533 | 21,161 | 114,761 | 23,853 |
Taxes and licenses | 150 | 998 | 220 | |
General and Administrative Expenses | 17,609 | 26,403 | 115,877 | 34,164 |
Other Income: | ||||
Gain on exstinguishment of debt | 24,435 | |||
Total Other Income | 24,435 | |||
Net Loss Before Income Taxes | -17,609 | -26,403 | -91,442 | -34,164 |
Provision for income taxes | ||||
Net Loss | ($17,609) | ($26,403) | ($91,442) | ($34,164) |
Basic and diluted net loss per share | $0 | $0 | $0 | $0 |
Basic and diluted weighted average common shares outstanding | 116,712,987 | 116,712,987 | 116,712,987 | 116,712,987 |
STATEMENTS_OF_CASH_FLOWS_UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | ($91,442) | ($34,164) |
Gain on exstinguishment of debt | -24,435 | |
Changes in operating assets and liabilities: | ||
Escrow held by attorney | 1,053 | |
Prepaid expenses | 10,000 | -9,004 |
Accounts payable and accrued expenses | -4,204 | 17,992 |
Net Cash flows used by operating activities | -110,081 | -24,123 |
Cash Flows From Financing Activities: | ||
Proceeds from note payable to related party | 120,000 | 26,383 |
Net Cash flows from financing activities | 120,000 | 26,383 |
Net Increase in Cash | 9,919 | 2,260 |
Cash at the beginning of year | 13,377 | |
Cash at the end of the year | 23,296 | 2,260 |
Non-cash Transaction Disclosures: | ||
Common stock issued for common stock payable | $50,000 |
Business
Business | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
1. Business | Our Business: |
Kingfish Holding Corporation (the “Company”) was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation. The Company was engaged in (i) restoration services, principally to commercial property owners, (ii) the manufacture and sale of cabinetry and remodeling products, principally to contractors and (iii) multifamily and commercial remodeling and building services on customer owned properties. | |
The Company discontinued operations in 2009, sold our last subsidiary in May 2010 and effected a change in management and control at the same time. As part of this transition, old management took possession of the majority of the accounting and corporate records. The Company’s last annual report Form 10-KSB for the year ended September 30, 2008 was filed with the Securities and Exchange Commission (SEC) on December 29, 2008 and the Company’s last quarterly report Form 10-Q for the period ended June 30, 2009 was filed with the SEC on August 19, 2009. | |
On December 17, 2014, the Company reactivated its suspended reporting obligations under Section 15(d) of the Exchange Act by filing a Form 10-K for the fiscal year ended September 30, 2013 and Forms 10-Q for the quarters ended December 31, 2013, March 31, 2014 and June 30, 2014. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to reorganize and finding a suitable candidate to participate in its renewable energy initiatives. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
2. Summary of Significant Accounting Policies | Basis of presentation: |
The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, consisting solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance U.S. GAAP have been omitted. | |
The accompanying financial statements should be read in conjunction with the financial statements for the fiscal years ended September 30, 2014 and 2013 and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. Operating results for the three and six months ended March 31, 2015 and 2014 are not necessarily indicative of the results that may be expected for the entire year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six month periods ended March 31, 2015 and 2014, (b) the financial position at March 31, 2015, and (c) cash flows for the six month periods ended March 31, 2015 and 2014, have been made. | |
The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company’s financial statements, the Company has a retained deficit of $6,558,496 on March 31, 2015. The Company used cash of ($110,081) and ($24,123) in operating activities during the six months ended March 31, 2015 and 2014, respectively. The Company has a working capital deficiency of ($1,959,420) at March 31, 2015 that is insufficient in management‘s view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company’s ability to continue as a going concern for a reasonable period. Ultimately, the Company’s ability to continue as a going concern is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties. | |
Use of estimates: | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. | |
Cash: | |
Cash is maintained at a financial institution and, at times, balance may exceed federally insured limits. We have never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and our cash balance did not exceed such coverage on March 31, 2015. | |
For purpose our statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash. | |
Prepaid expense: | |
Prepaid expense consisted of payments to professional for services to be rendered at a later date. | |
Income Taxes: | |
Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. | |
Net income (loss) per share: | |
Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. At March 31, 2015, convertible notes payable to related party of $210,000 can potentially convert into 21,000,000 shares of common stock. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
3. Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are comprised of the followings: | ||||||||
March 31, | 30-Sep-14 | ||||||||
2015 | |||||||||
Accounts Payable | $ | 1,592,682 | $ | 1,596,886 | |||||
Accrued expenses | 390,034 | 390,034 | |||||||
$ | 1,982,716 | $ | 1,986,920 | ||||||
As a result of the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that approximately $1,972,000 and $1,997,000 these liabilities at March 31, 2015 and September 30, 2014, respectively, were settled with our vendors. Therefore, these liabilities will remain on the Company’s books until the statute of limitation expires which the Company estimates to be approximately 2015. |
Notes_Payable
Notes Payable | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Notes to Financial Statements | ||||||||||||||||
4. Notes Payable | Notes payable consisted of the following at March 31, 2015 and September 30, 2014: | |||||||||||||||
3/31/15 | 9/30/14 | |||||||||||||||
4.9% Note payable due August 2010 (a) | $ | - | $ | 13,246 | ||||||||||||
Auto Loan (a) | - | 11,189 | ||||||||||||||
Prime Plus 4.5%, 1,000,000 bank credit facility (b) | 180,141 | 180,141 | ||||||||||||||
Loan on equipment | 67,318 | 67,318 | ||||||||||||||
$ | 247,459 | $ | 271,894 | |||||||||||||
(a) | Documentation was obtained substantiating that these notes were satisfied in full. Therefore, the company recorded a gain on extinguishment of debt of $24,435 during the quarter ended December 31, 2014. | |||||||||||||||
(b) | On May 14, 2008, the Company entered into an agreement with a financial institution to provide up to $1,000,000 in secured credit, subject to certain limitations. This facility replaced a previous facility with another bank that had a limit of $300,000. Under this new facility, the Company is permitted to draw on an advance of up to 80% of certain eligible accounts receivable arising from our manufactured products segment. The interest rate is prime plus 4.5%. The line is secured by the accounts receivable, inventory, and the unencumbered fixed assets of that segment. As part of the transaction, the lender was granted 150,000 shares of common stock having a fair market value of $15,000. | |||||||||||||||
The above notes were entered into with various financial institutions when the Company was an operating company. However, due to the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that these notes were settled even though it appeared that the financial institutions repossessed the underlying collaterals. Therefore, these notes will remain on our books until the statute of limitation expires which we estimate to be between 2015 and 2017. |
Convertible_Notes_Payable_to_R
Convertible Notes Payable to Related Party | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
5. Convertible Notes Payable to Related Party | On February 20, 2013, the Company entered into a convertible note with a director for $5,000. The note bears interest rate at 3% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 15, 2013. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price which is the average of the mean of the bid and ask prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date and thereafter, the Company concluded that the derivative liability and the debt discount were not material to the financial statements. |
On February 20, 2013, the Company entered into a convertible note with a director for $30,000. The note bears interest rate at 3% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 15, 2013. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price which is the average of the mean of the bid and ask prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date and thereafter, the Company concluded that the derivative liability and the debt discount were not material to the financial statements. | |
On July 2, 2013, the director elected to convert the above two notes into the Company’s common stock. The conversion price was determined to be $0.0029, resulting in the issuance of 11,999,999 shares of common stock to the director. | |
On August 22, 2013, the Company entered into a convertible note with a director for $50,000. The note bears interest rate at 4% per annum and all unpaid principle and interest were due on demand by the director but no earlier than August 30, 2013. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price which is the average of the closing prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date and thereafter, the Company concluded that the derivative liability and the debt discount were not material to the financial statements. | |
On August 31, 2013, the director elected to convert the above note into the Company’s common stock. The conversion price was determined to be $0.00075, resulting in the conversion into 66,666,667 shares of common stock to the director. These shares were issued to the director subsequent to September 30, 2013, therefore, the Company recorded a common stock payable for $50,000 at September 30, 2013. | |
On October 21, 2013, the Company entered into a convertible note with a director for $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On November 13, 2013, the Company entered into a convertible note with a director for $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On January 13, 2014, the Company entered into a convertible note with a director for $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On April 24, 2014, the Company entered into a convertible note with a director for $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On May 22, 2014, the Company entered into a convertible note with a director for $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On September 17, 2014, the Company entered into a convertible note with a director for $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On February 10, 2015, the Company entered into a convertible note with a director for $60,000 advanced during the quarter ended December 31, 2014. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at a fixed price of $.01 per share. | |
On May 13, 2015, the Company entered into a convertible note with a director for $20,000 advanced during the quarter ended March 31, 2015. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. | |
On May 13, 2015, the Company entered into a convertible note with a director for $40,000 advanced during the quarter ended March 31, 2015. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price of $0.01 per share. |
Preferred_Stock
Preferred Stock | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
6. Preferred Stock | The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The terms of the preferred stock have not been approved. As of March 31, 2015 and September 30, 2014, there was no Preferred Stock issued and outstanding, respectively. |
Rescission_Liability
Rescission Liability | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
7. Rescission Liability | On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000. The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009. These shares remained outstanding at March 31, 2015 and will be returned to the Company’s transfer agent upon locating the holder of these shares. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncement | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
8. Recent Accounting Pronouncement | In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of presentation | The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, consisting solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance U.S. GAAP have been omitted. |
The accompanying financial statements should be read in conjunction with the financial statements for the fiscal years ended September 30, 2014 and 2013 and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. Operating results for the three and six months ended March 31, 2015 and 2014 are not necessarily indicative of the results that may be expected for the entire year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six month periods ended March 31, 2015 and 2014, (b) the financial position at March 31, 2015, and (c) cash flows for the six month periods ended March 31, 2015 and 2014, have been made. | |
The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company’s financial statements, the Company has a retained deficit of $6,558,496 on March 31, 2015. The Company used cash of ($110,081) and ($24,123) in operating activities during the six months ended March 31, 2015 and 2014, respectively. The Company has a working capital deficiency of ($1,959,420) at March 31, 2015 that is insufficient in management‘s view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company’s ability to continue as a going concern for a reasonable period. Ultimately, the Company’s ability to continue as a going concern is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties. | |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. |
Cash | Cash is maintained at a financial institution and, at times, balance may exceed federally insured limits. We have never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and our cash balance did not exceed such coverage on March 31, 2015. |
For purpose our statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash. | |
Prepaid expense | Prepaid expense consisted of payments to professional for services to be rendered at a later date. |
Income Taxes | Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. | |
Net income (loss) per share | Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. At March 31, 2015, convertible notes payable to related party of $210,000 can potentially convert into 21,000,000 shares of common stock. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive. |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounts Payable And Accrued Expenses Tables | |||||||||
Accounts payable and accrued expenses | Accounts payable and accrued expenses are comprised of the followings: | ||||||||
March 31, | 30-Sep-14 | ||||||||
2015 | |||||||||
Accounts Payable | $ | 1,592,682 | $ | 1,596,886 | |||||
Accrued expenses | 390,034 | 390,034 | |||||||
$ | 1,982,716 | $ | 1,986,920 | ||||||
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Notes Payable Tables | ||||||||||||||||
Notes payable | Notes payable consisted of the following at March 31, 2015 and September 30, 2014: | |||||||||||||||
3/31/15 | 9/30/14 | |||||||||||||||
4.9% Note payable due August 2010 (a) | $ | - | $ | 13,246 | ||||||||||||
Auto Loan (a) | - | 11,189 | ||||||||||||||
Prime Plus 4.5%, 1,000,000 bank credit facility (b) | 180,141 | 180,141 | ||||||||||||||
Loan on equipment | 67,318 | 67,318 | ||||||||||||||
$ | 247,459 | $ | 271,894 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 6 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | |
Summary Of Significant Accounting Policies Details Narrative | ||||
Retained deficit | $6,558,496 | $6,467,054 | ||
Cash used in operating activities | -110,081 | -24,123 | -24,123 | |
Working capital deficiency | -1,959,420 | |||
Insurance coverage | 250,000 | |||
Convertible notes payable related party | $210,000 | $90,000 | ||
Common stock shares | 21,000,000 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Accounts Payable And Accrued Expenses Details | ||
Accounts payable | $1,592,682 | $1,596,886 |
Accrued expenses | 390,034 | 390,034 |
Accounts payable and accrued expenses | $1,982,716 | $1,986,920 |
Accounts_Payable_and_Accrued_E3
Accounts Payable and Accrued Expenses (Details Narrative) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Accounts Payable And Accrued Expenses Details Narrative | ||
Other Liabilities | $1,972,000 | $1,977,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 | ||
Notes Payable Details | ||||
4.9% Note payable due August 2010 (a) | [1] | $13,246 | [1] | |
Auto Loan (a) | [1] | 11,189 | [1] | |
Prime Plus 4.5%, 1,000,000 bank credit facility (b) | 180,141 | [2] | 180,141 | [2] |
Loan on equipment | 67,318 | 67,318 | ||
Total notes payable | $247,459 | $271,894 | ||
[1] | (a) Documentation was obtained substantiating that these notes were satisfied in full. Therefore, the company recorded a gain on extinguishment of debt of $24,435 during the quarter ended December 31, 2014. | |||
[2] | (b) On May 14, 2008, the Company entered into an agreement with a financial institution to provide up to $1,000,000 in secured credit, subject to certain limitations. This facility replaced a previous facility with another bank that had a limit of $300,000. Under this new facility, the Company is permitted to draw on an advance of up to 80% of certain eligible accounts receivable arising from our manufactured products segment.The interest rate is prime plus 4.5%. The line is secured by the accounts receivable, inventory, and the unencumbered fixed assets of that segment. As part of the transaction, the lender was granted 150,000 shares of common stock having a fair market value of $15,000. |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Notes Payable Details Narrative | |
Extinguishment of debt | $24,435 |
Convertible_Notes_Payable_to_R1
Convertible Notes Payable to Related Party (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Convertible Notes Payable To Related Party Details Narrative | ||
Convertible note with a director | $20,000 | $60,000 |