Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Feb. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ClickStream Corp | |
Entity Central Index Key | 1,393,548 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 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? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 62,111,665 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Total assets | 0 | 0 |
Current liabilities | ||
Accounts payable | 190,938 | 109,286 |
Accounts payable - related parties | 199,500 | $ 144,500 |
Derivative liability | 933,020 | |
Liabilities assumed upon merger | 335,550 | $ 335,550 |
Loan payable - shareholder | 45,000 | 45,000 |
Total current liabilities | $ 1,704,008 | $ 634,336 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2015 and September 30 2015, respectively | $ 0 | $ 0 |
Common stock, par value $0.0001, 300,000,000 shares authorized and 62,111,665 and 60,736,665 shares issued and outstanding as of December 31, 2015 and September 30, 2015, respectively | 6,212 | 6,074 |
Additional paid in capital | 1,095,710 | 958,348 |
Accumulated deficit | (2,805,930) | (1,598,758) |
Total stockholders' deficit | (1,704,008) | (634,336) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock,authorized | 300,000,000 | 300,000,000 |
Common stock,issued | 62,111,665 | 60,736,665 |
Common stock, outstanding | 62,111,665 | 60,736,665 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Operating Expenses: | ||
Consulting and professional fees | 1,140,773 | 5,000 |
Consulting - related party | 66,500 | 5,000 |
Research and development | 0 | 28,675 |
General and administrative | 5,100 | 38,560 |
Loss from Operations | 1,212,373 | 77,235 |
Other Income | ||
Change in fair value of derivative liability | 5,201 | 0 |
Total Other Income | 5,201 | 0 |
Net Loss | $ (1,207,172) | $ (77,235) |
Net loss per share- basic and diluted | $ (0.01) | $ 0 |
Weighted average common shares outstanding- basic and diluted | 61,364,382 | 59,486,665 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - 3 months ended Dec. 31, 2015 - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Begining balance, shares at Sep. 30, 2015 | 60,736,665 | |||
Begining balance, amount at Sep. 30, 2015 | $ 6,074 | $ 958,348 | $ (1,598,758) | $ (634,336) |
Fair value of common shares issued for services, shares | 1,375,000 | 1,375,000 | ||
Fair value of common shares issued for services, amount | $ 138 | $ 137,362 | $ (137,500) | |
Net Loss | $ (1,207,172) | (1,207,172) | ||
Ending balance, shares at Dec. 31, 2015 | 62,111,665 | |||
Ending balance, amount at Dec. 31, 2015 | $ 6,212 | $ 1,095,710 | $ (2,805,930) | $ (1,704,008) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,207,172) | $ (77,235) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of warrants issued for services accounted as derivative liability | 938,221 | |
Change in fair value of derivative liability | (5,201) | 0 |
Fair value of common shares issued for services | 137,500 | 0 |
Changes in operating liabilities | ||
Increase in accounts payable and accounts payable - related party | 136,652 | 1,404 |
Net Cash Used in Operating Activities | 0 | (75,831) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 0 | 25,000 |
Net Cash Provided by Financing Activities | 0 | 25,000 |
Net (Decrease) Increase in Cash | 0 | (50,831) |
Cash at Beginning of Period | 0 | 65,731 |
Cash at End of Period | 0 | 14,900 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Organization and Business
Organization and Business | 3 Months Ended |
Dec. 31, 2015 | |
Organization and Business [Abstract] | |
Organization and Business | Note 1: Organization and Business History We were incorporated in the state of Nevada on September 30, 2005 and previously operated under the name Peak Resources Incorporated. Effective August 18, 2008, we changed our name to Mine Clearing Corporation (MCCO). The Company had been operating as an exploration division in the mining sector until May 2014. On April 25, 2014, the Companys shareholders adopted Amended and Re-Stated Articles of Incorporation, (the New Articles). The New Articles provided for a one for 300 reverse split of all outstanding shares of common stock, authorization of 5 million shares of blank check preferred stock, an increase in the authorized shares of common stock to 300,000,000 shares and changing the name of the Company to ClickStream Corporation. All share and per share amounts have been adjusted to reflect the one for 300 reverse split of the common stock as of the earliest period presented. On May 2, 2014, the Company acquired all of the outstanding shares of ClickStream Corporation, a Delaware corporation (CS Delaware), pursuant to a merger into a wholly-owned subsidiary of the Company. As part of the merger agreement, the Company issued a total of 600,798 shares of common stock in exchange for the entire issued and outstanding shares of MCCO of 600,798 shares of common stock. Since former holders of Clickstream common stock owned, after the Merger, substantially all of MCCOs shares of common stock, and as a result of certain other factors, including that all members of the Companys executive management are members of Clickstream management, Clickstream is deemed to be the acquiring company for accounting purposes and the merger was accounted for as a reverse merger and a recapitalization in accordance with generally accepted accounting principles in the United States (GAAP). Subsequent to the merger, we have been operating as a data analytics tool developer and have sought to further develop and exploit our data analytics technology and proprietary algorithms. Business Operations ClickStream is a technology based data analytics company focused on development of analytical tools for high volume data analysis and related internet trends and associations. We are currently in late-stage development of a fantasy sports analytical service platform, DraftClick. DraftClick is designed to assist in the fantasy sport players ability to monitor changes in betting lines, breaking news releases, injury reports, real-time discussions in sports forums, fan sentiment, historical matchup data and other sources of data by incorporating all of this information into prediction results. These results are then presented using a tailored version of DraftClick's DraftClick DraftClick |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation and Going Concern [Abstract] | |
Basis of Presentation and Going Concern | NOTE 2 Basis of Presentation and Going Concern The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America ("U.S.") and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the three months ended December 31, 2015 are not indicative of the results that may be expected for the fiscal year ending September 30, 2016. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-12 G/A (as amended) for the year ended September 30, 2015 filed on January 20, 2016. The condensed consolidated balance sheet as of September 30, 2015 has been derived from the audited financial statements included in the Form 10-12 G/A for that year. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. The Company has not yet generated any revenues, has incurred recurring net losses since inception and has a working capital deficiency. During the three months ended December 31, 2015, the Company incurred a net loss of $1,207,172 and as of December 31, 2015, the Company had a working capital deficiency and stockholders deficit of $1,704,008. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. In addition, our independent auditors, in their report on our audited financial statements for the fiscal year ended September 30, 2015 expressed substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern. We are an early-stage company with a limited operating history, which makes it difficult to evaluate our current business and future prospects. As a result the company has limited operating history upon which an evaluation of the ClickStreams performance can be made. There have been no revenues generated from our business operations and we expect to incur further losses in the foreseeable future due to significant costs associated with our business development. There can be no assurance that our operations will ever generate sufficient revenues to fund our continuing operations, or that we will ever generate positive cash flow from our operations, or that we will attain or thereafter sustain profitability in any future period. We will also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. There is no assurance that such financing will be available in the future or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations. Management believes it will take approximately $3 million for operations and to launch DraftClick in the Spring of 2016. In October 2015, the Company hired a consultant to assist in raising the capital required. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3- Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates for the years reported include certain assumptions used in deriving the fair value of share-based compensation. Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations. Actual results will differ from those estimates. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Companys product. Research and development costs are expensed as incurred, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. Total research and development costs recorded during the three months ended December 31, 2015 and 2014 amounted to $0 and $28,675. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option and warrant grants is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. There were no stock options granted or issued during the three months ended December 31, 2015 and 2014. There were no stock options outstanding as of December 31, 2015 and September 30, 2015. Loss Per Share The Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of potentially dilutive securities outstanding. For all periods, potentially issuable securities are anti-dilutive. As of December 31, 2015, the Company had 10 million stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share because their effect would be anti-dilutive. Fair Value Measurement The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. As of December 31, 2015, the carrying value of certain accounts such as accounts payable, accrued expenses and loan payable to shareholder approximates their fair value due to the short-term nature of such instruments. As of December 31, 2015 the Companys balance sheet included the fair value of derivative liability of $933,020, which was based on Level 2 measurements. There were no other investments or liabilities of the Company measured and recorded at fair value as of December 31, 2015 and September 30, 2015. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Loan Payable - Shareholder
Loan Payable - Shareholder | 3 Months Ended |
Dec. 31, 2015 | |
Loan Payable - Shareholder [Abstract] | |
Loan Payable - Shareholder | NOTE 4 Loan Payable Shareholder On September 17, 2014, the Company issued a promissory note to a shareholder for $45,000. The note is unsecured and is due within ten days upon on the completion of an initial financing by the Company which is expected to be in 2016. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | NOTE 5 Stockholders Deficit Common Stock During the three months ended December 31, 2015, the Company issued a total of 1,375,000 shares of common stock to various consultants with a fair value of $137,500 for services rendered. The shares were valued at $0.10 per share based upon our recent sale of common stock for cash. The entire $137,500 was expensed upon issuance and was reported as part of consulting expenses in the accompanying Statement of Operations. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Dec. 31, 2015 | |
DERIVATIVE LIABILITY [Abstract] | |
DERIVATIVE LIABILITY | NOTE 6 DERIVATIVE LIABILITY In October 2015, the Company issued 10,000,000 warrants to a financial consultant. The warrant agreement included an anti-dilution provision that would reduce the exercise price if the Company were to issue similar instruments at a price below the exercise price of $0.05 per share. Pursuant to ASC Topic 815, Derivatives and Hedging, the Company determined that these warrants met the definition of a derivative, and are to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of October 19, 2015 (issuance date of the warrants) and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: October 14, 2015 (issuance date) December 31, 2015 Stock Price $ 0.10 $ 0.10 Risk-free interest rate 1.35 % 1.76 % Expected volatility 152 % 151 % Expected life in years 5 4.8 Expected dividend yield 0 % 0 % Fair Value: $ 938,221 $ 933,020 Stock price of $0.10 per share was based upon our recent sale of common stock for cash since the Companys shares are thinly traded. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the averaged historical volatility of similar companies since we did not have sufficient market information to estimate the volatility of our own stock. The expected life of the warrants was determined by the expiration dates of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. At the issuance date of the warrants on October 14, 2015, the Company determined the fair value to be $938,221, and was accounted for as a derivative liability. For the period ended December 31, 2015, the Company recorded a change in fair value of the derivative liability of $5,201. As of December 31, 2015, the fair value of the derivative liabilities was $933,020. |
Warrants
Warrants | 3 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Warrants | NOTE 7 Warrants The following schedule summarizes the changes in the Companys outstanding warrants during the three months ended December 31, 2015: Warrants Outstanding Exercise Weighted Average Remaining Aggregate Weighted Average Exercise Number of Price Contractual Intrinsic Price Shares per Share Life Value per Share Balance at September 30, 2015 $ - - $ - Warrants Granted 10,000,000 .05(1) Warrants Exercised Warrants Expired Balance at December 31, 2015 10,000,000 $ .05(1) 4.96 years $ 0 $ .05 Exercisable December 31, 2015 10,000,000 $ .05(1) 4.96 years $ 0 $ .05 (1) In October 2015, the Company granted a financial consultant fully vested warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $0.05 per share for a period of five years. The warrant exercise price is subject to certain reset provisions in case the Company will sell or issue similar instrument in the future at a price lower than $0.05 per share. As result, the fair value of these warrants of $938,221 was accounted for as a derivative liability upon issuance. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 Related Party Transactions In March 2014, the Company entered into a two year consulting agreement with a major shareholder of the Company at a rate of $5,000 per month. During the three months ended December 31, 2015 and 2014, the Company incurred consulting fees of $15,000 and $5,000, respectively for services rendered by the major shareholder and reported as part of Consulting - Related Party in the accompanying Statement of Operations. During the three months ended December 31, 2015 and 2014, the Company incurred $20,000 and $5,000, respectively for legal services rendered by a shareholder and officer of the Company and reported as part of Consulting - Related Party in the accompanying Statement of Operations. During the three months ended December 31, 2015, the Company incurred $31,500 for services rendered by the two officers of the Company and reported as part of Consulting - Related Party in the accompanying Statement of Operations. There was no similar transaction in 2014. As of December 31, 2015 and September 30, 2015, the Company had accounts payable to our officers and the major shareholders in the amount of $199,500 and $144,500, respectively for unpaid consulting and professional fees. During the three months ended December 31, 2015, the Companys office facility has been provided without charge by the Companys major stockholders. Such cost was not material to the financial statements and accordingly, have not been reflected therein. In view of the Companys limited operations and resources, management did not receive any compensation from the Company during the three months ended December 31, 2015 and 2014. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates for the years reported include certain assumptions used in deriving the fair value of share-based compensation. Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations. Actual results will differ from those estimates. |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Companys product. Research and development costs are expensed as incurred, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. Total research and development costs recorded during the three months ended December 31, 2015 and 2014 amounted to $0 and $28,675. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option and warrant grants is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. There were no stock options granted or issued during the three months ended December 31, 2015 and 2014. There were no stock options outstanding as of December 31, 2015 and September 30, 2015. |
Loss Per Share | Loss Per Share The Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of potentially dilutive securities outstanding. For all periods, potentially issuable securities are anti-dilutive. As of December 31, 2015, the Company had 10 million stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share because their effect would be anti-dilutive. |
Fair Value Measurement | Fair Value Measurement The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. As of December 31, 2015, the carrying value of certain accounts such as accounts payable, accrued expenses and loan payable to shareholder approximates their fair value due to the short-term nature of such instruments. As of December 31, 2015 the Companys balance sheet included the fair value of derivative liability of $933,020, which was based on Level 2 measurements. There were no other investments or liabilities of the Company measured and recorded at fair value as of December 31, 2015 and September 30, 2015. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
DERIVATIVE LIABILITY [Abstract] | |
Derivative liabilities assumptions | As of October 19, 2015 (issuance date of the warrants) and December 31, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: October 14, 2015 (issuance date) December 31, 2015 Stock Price $ 0.10 $ 0.10 Risk-free interest rate 1.35 % 1.76 % Expected volatility 152 % 151 % Expected life in years 5 4.8 Expected dividend yield 0 % 0 % Fair Value: $ 938,221 $ 933,020 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Changes in the Company's outstanding warrants | The following schedule summarizes the changes in the Companys outstanding warrants during the three months ended December 31, 2015: Warrants Outstanding Exercise Weighted Average Remaining Aggregate Weighted Average Exercise Number of Price Contractual Intrinsic Price Shares per Share Life Value per Share Balance at September 30, 2015 $ - - $ - Warrants Granted 10,000,000 .05(1) Warrants Exercised Warrants Expired Balance at December 31, 2015 10,000,000 $ .05(1) 4.96 years $ 0 $ .05 Exercisable December 31, 2015 10,000,000 $ .05(1) 4.96 years $ 0 $ .05 (1) In October 2015, the Company granted a financial consultant fully vested warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $0.05 per share for a period of five years. The warrant exercise price is subject to certain reset provisions in case the Company will sell or issue similar instrument in the future at a price lower than $0.05 per share. As result, the fair value of these warrants of $938,221 was accounted for as a derivative liability upon issuance. |
Organization and Business (Deta
Organization and Business (Details Narrative) - shares | May. 02, 2014 | Apr. 25, 2014 | Dec. 31, 2015 | Sep. 30, 2015 |
Reverse split of stock | one for 300 reverse split | |||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Shares issued in merger agreement | 600,798 | |||
MCCO [Member] | ||||
Shares issued in merger agreement | 600,798 |
Basis of Presentation and Goi19
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Basis of Presentation and Going Concern [Abstract] | |||
Net loss | $ 1,207,172 | $ 77,235 | |
Working capital deficiency | 1,704,008 | ||
Stockholders' deficit | 1,704,008 | $ 634,336 | |
Proceeds from equity financing | $ 3,000,000 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |||
Research and development costs | $ 0 | $ 28,675 | |
Stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share | 10,000,000 | ||
Fair value of derivative liability | $ 933,020 |
Loan Payable - Shareholder (Det
Loan Payable - Shareholder (Details Narrative) | 1 Months Ended |
Sep. 17, 2014USD ($) | |
Loan Payable - Shareholder | |
Promissory note issued to shareholder | $ 45,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Deficit | ||
Common shares issued for services | 1,375,000 | |
Fair value of common shares issued for services, value | $ 137,500 | $ 0 |
Shares value per share | $ 0.10 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Oct. 14, 2015 | Dec. 31, 2015 |
DERIVATIVE LIABILITY [Abstract] | ||
Stock Price | $ 0.10 | $ 0.10 |
Risk-free interest rate | 1.35% | 1.76% |
Expected volatility | 152.00% | 151.00% |
Expected life in years | 5 years | 4 years 9 months 18 days |
Expected dividend yield | 0.00% | 0.00% |
Fair Value: | $ 938,221 | $ 933,020 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2015 | Dec. 31, 2015 | |
DERIVATIVE LIABILITY [Abstract] | ||
Warrants issued to financial consultant | 10,000,000 | |
Change in fair value of the derivative liability | $ 5,201 | |
Financial Consultant [Member] | ||
DERIVATIVE LIABILITY [Abstract] | ||
Warrants issued to financial consultant | 10,000,000 | |
Exercise price of warrants | $ 0.05 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Warrants Outstanding Number of Shares | |
Balance at September 30, 2015 | shares | |
Warrants Granted | shares | 10,000,000 |
Warrants Exercised | shares | |
Warrants Expired | shares | |
Balance at December 31, 2015 | shares | 10,000,000 |
Exercisable December 31, 2015 | shares | 10,000,000 |
Exercise Price per Share | |
Balance at September 30, 2015 | |
Warrants Granted | $ 0.05 |
Balance at December 31, 2015 | 0.05 |
Exercisable December 31, 2015 | $ 0.05 |
Weighted Average Remaining Contractual Life | |
Weighted Average Remaining Contractual Life | 4 years 11 months 16 days |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 11 months 16 days |
Aggregate Intrinsic Value | |
Balance at September 30, 2015 | $ | |
Balance at December 31, 2015 | $ | $ 0 |
Exercisable December 31, 2015 | $ | $ 0 |
Weighted Average Exercise Price per Share | |
Balance at September 30, 2015 | |
Balance at December 31, 2015 | $ 0.05 |
Exercisable December 31, 2015 | $ 0.05 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2015 | Dec. 31, 2015 | Oct. 14, 2015 | Sep. 30, 2015 | |
Fair Value of warrants | $ 933,020 | $ 938,221 | ||
Warrants Granted | 10,000,000 | |||
Weighted Average Remaining Contractual Life | 4 years 11 months 16 days | |||
Exercise price | $ 0.05 | |||
Financial Consultant [Member] | ||||
Warrants Granted | 10,000,000 | |||
Weighted Average Remaining Contractual Life | 5 years | |||
Exercise price | $ 0.05 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Related Party Transactions [Abstract] | ||||
Consulting agreement, amount per month | $ 5,000 | |||
Consulting fees | $ 15,000 | $ 5,000 | ||
Legal services | 20,000 | $ 5,000 | ||
Officers compensation | 31,500 | |||
Accounts payable - related parties | $ 199,500 | $ 144,500 |