Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Dec. 29, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | PACIFIC OIL Co | |
Entity Central Index Key | 1,377,167 | |
Document Type | 10-K | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 110,334 | |
Entity Common Stock, Shares Outstanding | 440,949 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash | $ 248 | $ 87 |
Total Current Assets | 248 | $ 87 |
PROPERTY AND EQUIPMENT | ||
Oil and gas property at cost, full cost method of accounting: unproved | 0 | |
Equipment | 0 | |
Total Property and Equipment | 0 | |
TOTAL ASSETS | 248 | $ 87 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,344 | 1,701 |
Advances payable | 60,883 | 43,183 |
Advances payable - related party | 23,488 | 23,488 |
Note payable | 1,174 | 1,174 |
Total Current Liabilities | 88,889 | 69,546 |
LONG TERM LIABILITIES | ||
Convertible note payable - related party, net of debt discount | 0 | 0 |
Total Long Term Liabilities | 0 | 0 |
Total Liabilities | 88,889 | 69,546 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock: $0.001 par value; 300,000,000 shares authorized, 300,949 and 300,404 shares issued and outstanding , respectively | 301 | 301 |
Additional paid-in capital | 702,367 | 660,367 |
Accumulated deficit | (791,309) | (730,127) |
Total Stockholders' Equity (Deficit) | (88,641) | (69,459) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 248 | $ 87 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock Shares Issued | 300,949 | 300,400 |
Common Stock Shares Outstanding | 300,949 | 300,400 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $ 0 | |
OPERATING EXPENSES | ||
General and administrative | $ 50,262 | 340,975 |
Professional fees | 10,920 | 19,410 |
Total operating expenses | 61,182 | 360,385 |
OTHER (INCOME) EXPENSE | ||
Interest expense | (3,866) | |
Amortization of debt discount on on convertible note payable, related party | 0 | 0 |
Change in fair value of derivative | 0 | 2,380 |
Gain on settlement of accounts payable | 0 | 16,314 |
Total other (income) expense | 0 | 14,828 |
NET LOSS | $ (61,182) | $ (345,557) |
LOSS PER SHARE - BASIC AND DILUTIVE | $ (0.20) | $ (1.18) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTIVE | 300,949 | 292,977 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Begining balance at Sep. 30, 2013 | $ 0 | $ 130,808 | $ (384,570) | $ (253,762) |
Begining balance, shares at Sep. 30, 2013 | 287 | |||
Imputed interest | 1,655 | 1,655 | ||
Issuance of common stock | $ 300 | 527,905 | 528,205 | |
Issuance of common stock, shares | 300,116 | |||
Net loss | (345,557) | (345,557) | ||
Ending balance at Sep. 30, 2014 | $ 300 | $ 660,368 | (730,127) | (69,459) |
Ending balance, shares at Sep. 30, 2014 | 300,404 | |||
Reverse stock split | 1 | (1) | ||
Reverse stock split, shares | 545 | |||
Issuance of common stock | $ 0 | $ 42,000 | 42,000 | |
Issuance of common stock, shares | 0 | |||
Net loss | (61,182) | (61,182) | ||
Ending balance at Sep. 30, 2015 | $ 301 | $ 702,367 | $ (791,309) | $ (88,641) |
Ending balance, shares at Sep. 30, 2015 | 300,949 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (61,182) | $ (345,557) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Shares issued for services | 42,000 | 335,280 |
Amortization of debt discount on convertible note | 2,212 | |
Change in fair value of derivative | 0 | (2,380) |
Gain on settlement of accounts payable | 0 | (16,314) |
Imputed interest | 0 | 1,655 |
Changes in operating assets and liabilities | ||
Increase (decrease) in accounts payable | 0 | 0 |
Increase (decrease) in accrued interest | 1,643 | 956 |
Net Cash Used in Operating Activities | (17,539) | (24,148) |
INVESTING ACTIVITIES | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
FINANCING ACTIVITIES | ||
Increase (decrease) in advances payable | 17,700 | 23,415 |
Net Cash Provided by Financing Activities | 17,700 | 23,415 |
NET INCREASE (DECREASE) IN CASH | 161 | (733) |
CASH AT BEGINNING OF PERIOD | 87 | 820 |
CASH AT END OF PERIOD | 248 | 87 |
CASH PAID FOR: | ||
Interest | 0 | 0 |
Income Taxes | $ 0 | $ 0 |
1. ORGANIZATION AND BUSINESS OP
1. ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Nature of Business Pacific Oil Company (the Company) was originally incorporated in Nevada on December 5, 2005 (inception) as Kat Racing, Inc. On January 4, 2013, the Articles of Incorporation of the Company were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On July 26, 2013, the Companys Articles of Incorporation were amended to change the name of the registrant to Pacific Oil Company. From the Companys inception until the Companys transition into the oil and natural gas business in early 2013, Kat Racings business plan was to design, manufacture, market, sell and distribute custom off-road racing and recreational vehicles and provide marketing and lead services. Kat Racing never generated any revenue from this proposed business plan. As the market for high end off road vehicles suffered due to the downturn in the economy, Kat Racing sought to arrange the purchase of certain oil and gas properties which were owned by Prairie West Oil and Gas Ltd., a Canadian company, through a share exchange. Pursuant to this transaction, the Company changed its name from Kat Racing to Prairie West Oil and Gas Ltd. This transaction was never completed. When it was determined the acquisition would not be completed, the Company did not want to continue with the Prairie West name and changed its name to Pacific Oil Company. On October 1, 2013, the Company issued a newly appointed officer and director 190,500 shares of common stock of the Company to retain his services to attempt to secure certain assets the Company needs to launch its oil and gas operations. On May 6, 2015, the Company entered into a purchase and sale agreement with the Emporium Group to purchase certain rights, title, estate, and interest in the unproved petroleum and natural gas rights, together with certain tangible assets and liabilities, on a 40-acre site located in Saskatchewan, Canada. The purchase consideration for this transaction was part stock and part debt. The Company issued to Emporium Group 140,000 shares of its common stock, valued at $1,400, based on the market price of $0.01 per share of our shares on the date the transaction was completed, along with a convertible note payable in the amount of $125,000 with a 6% cumulative interest rate, due and payable in 3 years, with the right to convert into 6,250,000 shares of our commons stock at $0.02 per share. The lease acquired has not been in operation since 2011 and we have been advised that we will need to spend approximately $75,000 to $100,000 to get the well back into production. Effective September 30, 2015, the Company and Emporium Group cancelled the above agreement. Under the terms of the cancelation, Emporium Group took back all assets and liabilities in exchange for canceling the note payable and associated interest and Emporium Group retained the 140,000 shares of the Companys common stock. |
2. GOING CONCERN
2. GOING CONCERN | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. GOING CONCERN | NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern, has incurred accumulated deficit of $791,309 through September 30, 2015 and had a working capital deficit of $88,641 at September 30, 2015. Accordingly, there is substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
3. SIGNIFICANT ACCOUNTING POLIC
3. SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
3. SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Development Stage Company The Company is in the development stage as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915-205 Development-Stage Entities, and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, movement in stockholders equity (deficit) and cash flows disclosed activity since the date of our inception (December 5, 2005) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Fair Value Measurements The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as 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. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions, about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash, accounts payable and accrued expenses, advances payable, advances payable related party and note payable and convertible note payable related party approximates their fair value due to the short-term maturity of these financial instruments. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized. The Company classifies tax-related penalties and interest as a component of income tax expense for financial statement presentation. Basic and Diluted Loss per Share The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has potentially dilutive debt instruments outstanding in the form of a convertible notes payable related party. However, as the Company has incurred losses since Inception, these potentially dilutive shares of common stock have been excluded from the calculation of loss per share as their effect would have been anti-dilutive. Consequently, the basic and diluted loss per share were identical for the years ended September 30, 2015 and 2014. Advertising The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the years ended September 30, 2015 and 2014. Stock-based Compensation The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505. Reclassifications Certain amounts in the prior periods may have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements The Company does not believe that other than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows. |
4. ADVANCES PAYABLE AND ADVANCE
4. ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
4. ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS | NOTE 4 ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS In support of the Companys efforts and cash requirements, it may rely on advances from related parties and non-related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The Company received $23,488 as of September 30, 2015 and 2014, as advances from a related party to fund ongoing operations. In addition, as of September 30, 2015 and 2014, the Company had received advances totaling $60,883 and $43,183, respectively, from a former officer and majority shareholder and her spouse. All of the related party and non-related party accounts and notes payable are non-interest bearing, unsecured and due upon demand. |
5. CONVERTIBLE NOTES PAYABLE -
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES | NOTE 5 CONVERTIBLE NOTES PAYABLE RELATED PARTY AND DERIVATIVE LIABILITIES On July 1, 2013, the Company issued convertible notes payable to a related party in the amount of $77,824 that provided for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes were variable based on certain factors, such as the future price of the Companys common stock. Therefore, the number of shares of common stock issuable upon conversion of the promissory note was indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Companys authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Companys derivative liabilities were estimated at the issuance date and were revalued at each subsequent reporting date, using a lattice model. The Company recorded a discount on the convertible note payable, related party of $57,618, leaving a net balance of $20,206, and current derivative liabilities of $173,856 at September 30, 2013. The change in fair value of the derivative liabilities resulted in a gain of $2,380 for the three months ended December 31, 2013, which has been reported as gain from changes in fair value of derivative liabilities in other income (expense) in the statements of operations. On October 4, 2013, the Company issued 145,500 shares of its common stock to the note holders to satisfy $76,650 of the total outstanding convertible notes payable of $77,824. Effective January 1, 2014, the Company, with the consent of the holder of the remaining note convertible totaling $1,174, amended the terms of the note payable to remove the conversion feature. The remaining $2,632 balance of the derivative liability relating to the note payable was credited to gain from changes in fair value of derivative liabilities in other income on removal of the conversion feature from the note payable. The following is a summary of changes in the fair market value of the derivative liability during the three months ended December 31, 2013: Balance, September 30, 2013 $ 173,856 Debt Conversion (171,476 ) Change in fair market value of derivative liabilities due to the mark to market adjustment 252 Cancellation of the conversion feature (2,632 ) Balance at December 31, 2013 $ |
6. COMMON STOCK
6. COMMON STOCK | 12 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
6. COMMON STOCK | NOTE 6 COMMON STOCK The authorized share capital of the Company consists of 300 million shares of $0.001 par value common stock and no shares of preferred stock. On April 25, 2013, the board of directors authorized a reverse stock split of 1 for 100. On February 19, 2015, the board of directors authorized a further reverse stock split of 1 for 200. All share amounts have been adjusted retroactively, and reflect both stock splits as if they had occurred at the beginning of all periods presented. On October 1, 2013, the Company issued 190,500 shares to a newly appointed officer and director which resulted in a change in control of the Company. The shares were valued at $335,280 or $1.76 per share, and this expense has been recognized as stock based compensation in our statement of operations. The value of these shares was determined by a valuation expert as there had been no active market trading of the Companys stock at the date of the conversion. On October 4, 2013, the Company issued 109,500 shares of its common stock to satisfy an outstanding convertible note payable and its bifurcated derivative liability. The outstanding convertible note payable relieved was $76,650, less unamortized discount of $57,618, along with its bifurcated derivative liability of $171,476. The shares were valued at $192,720, or $1.76 per share. These shares were valued by a valuation expert as there had been no active market trading of the Companys stock at the date of the conversion. The following table summarizes allocation of the common shares issued in this transaction: Derivative liability $ 171,476 Convertible notes payable 76,650 Unamortized discount on convertible notes payable (57,618 ) Interest expense to October 4, 2013 2,212 Value of shares issued to settle liabilities $ 192,720 On December 31, 2013, the Company issued 116 shares of its common stock in settlement of accounts payable, relating to services provided to the Company in the amount of $16,519. The Company valued the shares at $1.76 as determined by the valuation expert, or $205. The Company recognized a gain on the conversion of $16,314. On May 6, 2015, the Company includes consideration 140,000 shares of common stock for the acquisition of an unproved oil and gas property, certain equipment and liabilities. On September 30, 2015, we unwound this transaction. The seller retained these shares per the agreement but has not been issued as of September 30, 2015. We recognized an expense at fair value of $42,000 associated with this transaction. As of September 30, 2015, there were 300,949 shares of common stock were issued and outstanding. |
7. INCOME TAXES
7. INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
7. INCOME TAXES | NOTE 7 INCOME TAXES As of September 30, 2015 and 2014, the Company had net operating loss carry forwards of $791,309 and $730,127 that may be available to reduce future years taxable income through 2034, respectively. The Company has not filed its tax return. September 30, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 269,045 $ 248,243 Other Gross deferred tax assets 269,045 248,243 Valuation allowance (269,045 ) (248,243 ) Net deferred tax assets $ $ Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a 100% valuation allowance due to the management determined that it is more likely than not that the U.S. federal and state deferred tax assets as of September 30, 2015 will not be realized. Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 0% for 2015 is as follows: 2015 2014 Income tax benefit at federal statutory rate (34 )% (34 )% State income tax benefit, net of effect on federal taxes (0 )% (0 )% Increase in valuation allowance 34 % 34 % Income tax expense |
3. SIGNIFICANT ACCOUNTING POL14
3. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Development Stage Company | Development Stage Company The Company is in the development stage as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915-205 Development-Stage Entities, and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, movement in stockholders equity (deficit) and cash flows disclosed activity since the date of our inception (December 5, 2005) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in these financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Derivative Liability | Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. |
Fair Value Measurements | Fair Value Measurements The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as 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. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions, about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: - Level 1. Observable inputs such as quoted prices in active markets; - Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and - Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash, accounts payable and accrued expenses, advances payable, advances payable related party and note payable and convertible note payable related party approximates their fair value due to the short-term maturity of these financial instruments. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized. The Company classifies tax-related penalties and interest as a component of income tax expense for financial statement presentation. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has potentially dilutive debt instruments outstanding in the form of a convertible notes payable related party. However, as the Company has incurred losses since Inception, these potentially dilutive shares of common stock have been excluded from the calculation of loss per share as their effect would have been anti-dilutive. Consequently, the basic and diluted loss per share were identical for the years ended September 30, 2015 and 2014. |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the years ended September 30, 2015 and 2014. |
Stock-based Compensation | Stock-based Compensation The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505. |
Reclassifications | Reclassifications Certain amounts in the prior periods may have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that other than disclosed above, recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows. |
5. CONVERTIBLE NOTES PAYABLE 15
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Convertible Notes Payable - Related Parties | Balance, September 30, 2013 $ 173,856 Debt Conversion (171,476 ) Change in fair market value of derivative liabilities due to the mark to market adjustment 252 Cancellation of the conversion feature (2,632 ) Balance at December 31, 2013 $ |
6. COMMON STOCK (Tables)
6. COMMON STOCK (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Derivative liability $ 171,476 Convertible notes payable 76,650 Unamortized discount on convertible notes payable (57,618 ) Interest expense to October 4, 2013 2,212 Value of shares issued to settle liabilities $ 192,720 |
7. INCOME TAXES (Tables)
7. INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset Schedule | September 30, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 269,045 $ 248,243 Other Gross deferred tax assets 269,045 248,243 Valuation allowance (269,045 ) (248,243 ) Net deferred tax assets $ $ |
Effective Tax Rate Schedule | 2015 2014 Income tax benefit at federal statutory rate (34 )% (34 )% State income tax benefit, net of effect on federal taxes (0 )% (0 )% Increase in valuation allowance 34 % 34 % Income tax expense |
2. GOING CONCERN (Details Narra
2. GOING CONCERN (Details Narrative) | 118 Months Ended |
Sep. 30, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incurred Loss | $ (791,309) |
Shareholder Deficit | $ (88,641) |
4. ADVANCES PAYABLE AND ADVAN19
4. ADVANCES PAYABLE AND ADVANCES PAYABLE, RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Related Party 2 | ||
Payable, Related Party | $ 60,883 | $ 43,183 |
Related Party 1 | ||
Payable, Related Party | $ 23,488 | $ 23,488 |
5. CONVERTIBLE NOTES PAYABLE 20
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES - Convertible Notes Payable - Related Parties (Details) | 3 Months Ended |
Dec. 31, 2013USD ($) | |
Notes to Financial Statements | |
Beginning Balance | $ 173,856 |
Debt Conversion | (171,476) |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 252 |
Cancellation of the conversion feature | $ (2,632) |
Ending Balance |
5. CONVERTIBLE NOTES PAYABLE 21
5. CONVERTIBLE NOTES PAYABLE - RELATED PARTY AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | Jul. 01, 2013 | |
Debt Disclosure [Abstract] | |||
Convertible Notes Payable - Related Party | $ 1,174 | $ 20,206 | $ 77,824 |
Discount on Convertible Notes Payable - Related Party | 57,618 | 0 | 57,618 |
Current Derivative Liabilities | 2,632 | $ 173,856 | |
Change in Fair Value of Derivative Liabilties | $ 2,380 | ||
Stock issued for debt, shares | 145,500 | ||
Stock issued for debt, Value | $ 76,650 | $ 192,720 |
6. COMMON STOCK - Common Stock
6. COMMON STOCK - Common Stock (Details) | 3 Months Ended |
Dec. 31, 2013USD ($) | |
Equity [Abstract] | |
Derivative liability | $ 171,476 |
Unamortized discount on convertible notes payable | (57,618) |
Interest expense | 2,212 |
Value of shares issued to settle liabilities | $ 192,720 |
6. COMMON STOCK (Details Narrat
6. COMMON STOCK (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014USD ($) | Dec. 29, 2013USD ($) | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2013 | Dec. 31, 2013$ / shares | Oct. 05, 2013$ / shares | Oct. 02, 2013$ / shares | Apr. 25, 2013$ / sharesshares | |
Equity [Abstract] | |||||||||||
Reverse Stock Split | 1 | ||||||||||
Common Stock Shares Authorized | shares | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300 | ||||||
Common Stock, Par Value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Stock issued for services, Value | $ | $ 335,280 | $ 16,519 | $ 42,000 | $ 335,280 | |||||||
Stock Issued for Services, Value per share | $ / shares | $ 0.0088 | $ 0.0088 | $ 0.0088 | ||||||||
Stock Issued for Debt, Shares | shares | 21,900,002 | ||||||||||
Stock issued for Debt, Value | $ | $ 76,650 | $ 192,720 |
7. INCOME TAXES - Deferred Tax
7. INCOME TAXES - Deferred Tax Asset Schedule (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 269,045 | $ 248,243 |
Other deferred tax assets | 0 | 0 |
Gross deferred tax assets | 269,045 | 248,243 |
Valuation allowance | (269,045) | (248,243) |
Net deferred tax assets | $ 0 | $ 0 |
7. INCOME TAXES (Details Narrat
7. INCOME TAXES (Details Narrative) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Income Tax Disclosure [Abstract] | ||
Loss Carry Forward | $ 791,309 | $ 730,127 |