Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Sep. 19, 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 | Jun. 30, 2016 | |
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 | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 303 | $ 0 |
Prepaid expenses | 9,500 | 0 |
Total assets | 9,803 | 0 |
Current liabilities | ||
Accounts payable | 292,061 | 109,286 |
Accounts payable - related parties | 320,533 | 144,500 |
Note payable | 10,000 | |
Derivative liability | 1,205,275 | |
Liabilities assumed upon merger | 335,550 | 335,550 |
Loan payable - shareholder | 45,000 | 45,000 |
Total current liabilities | 2,208,419 | 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 June 30, 2016 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 June 30, 2016 and September 30, 2015, respectively | 6,212 | 6,074 |
Additional paid in capital | 1,095,710 | 958,348 |
Accumulated deficit | (3,300,538) | (1,598,758) |
Total stockholders' deficit | (2,198,616) | (634,336) |
Total liabilities and stockholders' deficit | $ 9,803 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | 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 | $ 0.0001 | $ 0.0001 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
Consulting and professional fees | 15,344 | 0 | 1,195,888 | 64,800 |
Consulting and professional fees - related party | 66,833 | 0 | 184,833 | 0 |
Research and development | 30,800 | 0 | 30,800 | 50,575 |
General and administrative | 12,551 | 366 | 23,206 | 50,356 |
Loss from Operations | 125,528 | 366 | 1,434,727 | 165,731 |
Other Expense | ||||
Change in fair value of derivative liability | 7,010,944 | 0 | (267,053) | 0 |
Total Other Expense | 7,010,944 | 0 | (267,053) | 0 |
Net Income (Loss) | $ 6,885,416 | $ (366) | $ (1,701,780) | $ (165,731) |
Net income (loss) | ||||
Basic | $ 0.11 | $ 0 | $ (0.03) | $ 0 |
Diluted | $ 0.10 | $ 0 | $ (0.03) | $ 0 |
Weighted average common shares outstanding | ||||
Basic | 62,111,665 | 60,236,665 | 61,860,753 | 59,897,249 |
Diluted | 71,278,810 | 60,236,665 | 61,860,753 | 59,897,249 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Deficit (unaudited) - 9 months ended Jun. 30, 2016 - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Sep. 30, 2015 | $ 6,074 | $ 958,348 | $ (1,598,758) | $ (634,336) |
Beginning Balance, Shares at Sep. 30, 2015 | 60,736,665 | |||
Fair value of common shares issued for services, Amount | $ 138 | 137,362 | $ 137,500 | |
Fair value of common shares issued for services, Shares | 1,375,000 | 1,375,000 | ||
Net Loss | (1,701,780) | $ (1,701,780) | ||
Ending Balance, Amount at Jun. 30, 2016 | $ 6,212 | $ 1,095,710 | $ (3,300,538) | $ (2,198,616) |
Ending Balance, Shares at Jun. 30, 2016 | 62,111,665 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,701,780) | $ (165,731) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of warrants issued for services accounted as derivative liability | 938,222 | 0 |
Change in fair value of derivative liability | 267,053 | 0 |
Fair value of common shares issued for services | 137,500 | 0 |
Changes in operating liabilities | ||
Increase in prepaid expenses | (9,500) | 0 |
Increase in accounts payable and accounts payable - related party | 358,808 | 0 |
Net Cash Provided by (Used in) Operating Activities | (9,697) | (165,731) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable | 10,000 | |
Proceeds from sale of common stock | 0 | 100,000 |
Net Cash Provided by Financing Activities | 10,000 | 100,000 |
Net Increase (Decrease) in Cash | 303 | (65,731) |
Cash at Beginning of Period | 0 | 65,731 |
Cash at End of Period | 303 | 0 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Organization and Business
Organization and Business | 9 Months Ended |
Jun. 30, 2016 | |
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. In August 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 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. 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 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Jun. 30, 2016 | |
Basis Of Presentation And Going Concern | |
Basis of Presentation and Going Concern | NOTE 2 Basis of Presentation and Going Concern Basis of Presentation 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 and nine months ended June 30, 2016 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. Going Concern 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 nine months ended June 30, 2016, the Company incurred a net loss of $1,701,780 and as of June 30, 2016, the Company had a working capital deficiency and stockholders deficit of $2,198,616. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. In addition, our independent registered public accounting firm, 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 Fall of 2016. In October 2015 and June 2016, the Company hired consultants to assist in raising the capital required. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2016 | |
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 derivative liabilities and 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. 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. Earnings Per Share Our computation of earnings per share (EPS) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table sets forth the computation of basic and diluted income per common share. Three-Months Ended June 30, 2016 2015 Net income (loss) $ 6,885,416 $ (366 ) Weighted average common shares basic 62,111,665 60,236,665 Dilutive effect of outstanding stock warrants 9,167,145 - Weighted average shares diluted 71,278,810 60,236,665 Net income (loss) per common share: Basic $ 0.11 $ (0.00 ) Diluted $ 0.10 $ (0.00 ) There were no adjustments to net income (loss) required for purposes of computing diluted earnings per share. At June 30, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of our diluted earnings per share, as their effect would have been antidilutive. June 30, 2016 June 30, 2015 Warrants 832,855 - For the nine months ended June 30, 2016 and 2015, potentially issuable securities were excluded 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 June 30, 2016, the carrying value of certain accounts such as accounts payable, note payable and loan payable to shareholder approximates their fair value due to the short-term nature of such instruments. As of June 30, 2016 the Companys balance sheet included the fair value of derivative liability of $1,205,275, which was based on Level 2 measurements. 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 February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Companys financial statements and disclosures. 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. |
Note Payable
Note Payable | 9 Months Ended |
Jun. 30, 2016 | |
Note Payable [Abstract] | |
Note Payable | NOTE 4 Note Payable On June 20, 2016, the Company issued a promissory note for $10,000 in exchange for cash. The note is unsecured and bears interest at 8% per annum and will mature in September 2016. |
Loan Payable - Shareholder
Loan Payable - Shareholder | 9 Months Ended |
Jun. 30, 2016 | |
Loan Payable - Shareholder [Abstract] | |
Loan Payable - Shareholder | NOTE 5 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 on or before December 2016. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Jun. 30, 2016 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | NOTE 6 Stockholders Deficit Common Stock During the nine months ended June 30, 2016, 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 since our stock was not traded at the time the shares were issued. The entire $137,500 was expensed upon issuance and was reported as part of consulting and professional fees in the accompanying Statement of Operations. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7 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 fair value reported in the statement of operations. As of October 19, 2015 (issuance date of the warrants) and June 30, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: October 14, 2015 (issuance date) June 30, 2016 Stock Price $ 0.10 $ 0.13 Risk-free interest rate 1.35 % 1.01 % Expected volatility 152 % 150 % Expected life in years 5 4.25 Expected dividend yield 0 % 0 % Fair Value: $ 938,222 $ 1,205,275 Stock price of $0.10 per share at issuance date was based upon our recent sale of common stock for cash since our stock was not traded at that time. Stock price of $0.13 per share at June 30, 2016 was based upon the closing price of our common stock on the over-the-counter market in the United States (commonly known as the Pink Sheets) as a result of our stock being publicly traded starting in January 2016. 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 and historical 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 $938,222, and was accounted for as a derivative liability and consulting costs which was included as part of Consulting and professional fees in the accompanying Statement of Operations. For the period ended June 30, 2016, the Company recorded a change in fair value of the derivative liability of $267,053. As of June 30, 2016, the fair value of the derivative liabilities was $1,205,275. |
Warrants
Warrants | 9 Months Ended |
Jun. 30, 2016 | |
Warrants [Abstract] | |
Warrants | NOTE 8 Warrants The following schedule summarizes the changes in the Companys outstanding warrants during the three months ended June 30, 2016: 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 June 30, 2016 10,000,000 $ .05 (1) 4.25 years $ 0 $ .05 Exercisable June 30, 2016 10,000,000 $ .05 (1) 4.25 years $ 800,000 $ .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 consulting cost and derivative liability upon issuance. See Note 7. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 Related Party Transactions Pursuant to a consulting agreement with a major shareholder of the Company, during the nine months ended June 30, 2016 the Company incurred consulting fees of $65,000 for services rendered and reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. There was no similar transaction in 2015. During the nine months ended June 30, 2016 and 2015, the Company incurred $20,000 and $12,500, respectively for legal services rendered by a shareholder and officer of the Company and reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. During the nine months ended June 30, 2016, the Company incurred an aggregate of $99,833 for services rendered by the two officers of the Company and was reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. There was no similar transaction in 2015. As of June 30, 2016 and September 30, 2015, the Company had accounts payable to our officers and the major shareholders in the amount of $320,533 and $144,500, respectively for unpaid consulting and professional fees. These amounts are unsecured, non-interest bearing and due upon demand. During the periods ended June 30, 2016 and 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 nine months ended June 30, 2016 and 2015. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2016 | |
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 derivative liabilities and 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. |
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. |
Earnings Per Share | Earnings Per Share Our computation of earnings per share (EPS) includes basic and diluted EPS. Basic EPS is measured as the income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The following table sets forth the computation of basic and diluted income per common share. Three-Months Ended June 30, 2016 2015 Net income (loss) $ 6,885,416 $ (366 ) Weighted average common shares basic 62,111,665 60,236,665 Dilutive effect of outstanding stock warrants 9,167,145 - Weighted average shares diluted 71,278,810 60,236,665 Net income (loss) per common share: Basic $ 0.11 $ (0.00 ) Diluted $ 0.10 $ (0.00 ) There were no adjustments to net income (loss) required for purposes of computing diluted earnings per share. At June 30, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of our diluted earnings per share, as their effect would have been antidilutive. June 30, 2016 June 30, 2015 Warrants 832,855 - For the nine months ended June 30, 2016 and 2015, potentially issuable securities were excluded 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 June 30, 2016, the carrying value of certain accounts such as accounts payable, note payable and loan payable to shareholder approximates their fair value due to the short-term nature of such instruments. As of June 30, 2016 the Companys balance sheet included the fair value of derivative liability of $1,205,275, which was based on Level 2 measurements. |
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 February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Companys financial statements and disclosures. 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. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule Of earnings Per Share | The following table sets forth the computation of basic and diluted income per common share. Three-Months Ended June 30, 2016 2015 Net income (loss) $ 6,885,416 $ (366 ) Weighted average common shares basic 62,111,665 60,236,665 Dilutive effect of outstanding stock warrants 9,167,145 - Weighted average shares diluted 71,278,810 60,236,665 Net income (loss) per common share: Basic $ 0.11 $ (0.00 ) Diluted $ 0.10 $ (0.00 ) |
Schedule Of antidilutive earnings Per Share | At June 30, 2016 and 2015, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation of our diluted earnings per share, as their effect would have been antidilutive. June 30, 2016 June 30, 2015 Warrants 832,855 - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities assumptions | As of October 19, 2015 (issuance date of the warrants) and June 30, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: October 14, 2015 (issuance date) June 30, 2016 Stock Price $ 0.10 $ 0.13 Risk-free interest rate 1.35 % 1.01 % Expected volatility 152 % 150 % Expected life in years 5 4.25 Expected dividend yield 0 % 0 % Fair Value: $ 938,222 $ 1,205,275 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016: 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 June 30, 2016 10,000,000 $ .05 (1) 4.25 years $ 0 $ .05 Exercisable June 30, 2016 10,000,000 $ .05 (1) 4.25 years $ 800,000 $ .05 |
Basis of Presentation and Goi20
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Basis Of Presentation And Going Concern Details Narrative | |||||
Net loss | $ (6,885,416) | $ 366 | $ 1,701,780 | $ 165,731 | |
Working capital deficiency | 2,198,616 | 2,198,616 | |||
Stockholders' deficit | $ 2,198,616 | 2,198,616 | $ 634,336 | ||
Proceeds from equity financing | $ 3,000,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ 6,885,416 | $ (366) | $ (1,701,780) | $ (165,731) |
Weighted average common shares - basic | 62,111,665 | 60,236,665 | 61,860,753 | 59,897,249 |
Dilutive effect of outstanding stock warrants | 9,167,145 | |||
Weighted average shares - diluted | 71,278,810 | 60,236,665 | 61,860,753 | 59,897,249 |
Net income (loss) per common share: | ||||
Basic | $ 0.11 | $ 0 | $ (0.03) | $ 0 |
Diluted | $ 0.10 | $ 0 | $ (0.03) | $ 0 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||
Warrants | 832,855 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Accounting Policies [Abstract] | ||
Fair value of derivative liability | $ 1,205,275 |
Note Payable (Details Narrativ
Note Payable (Details Narrative) | 1 Months Ended |
Jun. 20, 2016USD ($) | |
Note Payable Details Narrative | |
Promissory note issued | $ 10,000 |
Interest rate | 8.00% |
Maturity date | Sep. 30, 2016 |
Loan Payable - Shareholder (Det
Loan Payable - Shareholder (Details Narrative) - USD ($) | 1 Months Ended | |
Jun. 20, 2016 | Sep. 17, 2014 | |
Promissory note issued to shareholder | $ 10,000 | |
Shareholder [Member] | ||
Promissory note issued to shareholder | $ 45,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stockholders Deficit | ||
Common shares issued for services | 1,375,000 | |
Fair value of common shares issued for services, Amount | $ 137,500 | $ 0 |
Shares value per share | $ 0.10 | |
Share issuance expense | $ 137,500 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Oct. 14, 2015 | Jun. 30, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Stock Price | $ 0.10 | $ 0.13 |
Risk-free interest rate | 1.35% | 1.01% |
Expected volatility | 152.00% | 150.00% |
Expected life in years | 5 years | 4 years 3 months |
Expected dividend yield | 0.00% | 0.00% |
Fair Value: | $ 938,222 | $ 1,205,275 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Oct. 14, 2015 | Sep. 30, 2015 | |
DERIVATIVE LIABILITY [Abstract] | |||||
Warrants issued to financial consultant | 10,000,000 | ||||
Change in fair value of the derivative liability | $ 267,053 | $ 0 | |||
Stock Price | $ 0.13 | $ 0.10 | |||
Fair Value | $ 1,205,275 | $ 938,222 | |||
Fair value of derivative liability | $ 1,205,275 | ||||
Financial Consultant [Member] | |||||
DERIVATIVE LIABILITY [Abstract] | |||||
Warrants issued to financial consultant | 10,000,000 | ||||
Exercise price of warrants | $ 0.05 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Jun. 30, 2016USD ($)$ / 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 June 30, 2016 | shares | 10,000,000 |
Exercisable June 30, 2016 | shares | 10,000,000 |
Exercise Price per Share | |
Balance at September 30, 2015 | |
Warrants Granted | 0.05 |
Balance at June 30, 2016 | 0.05 |
Exercisable June 30, 2016 | $ 0.05 |
Weighted Average Remaining Contractual Life | |
Weighted Average Remaining Contractual Life | 4 years 3 months |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 3 months |
Aggregate Intrinsic Value | |
Balance at September 30, 2015 | $ | |
Balance at June 30, 2016 | $ | 0 |
Exercisable June 30, 2016 | $ | $ 800,000 |
Weighted Average Exercise Price per Share | |
Balance at September 30, 2015 | |
Balance at June 30, 2016 | 0.05 |
Exercisable June 30, 2016 | $ 0.05 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Jun. 30, 2016 | Oct. 14, 2015 | Sep. 30, 2015 | |
Warrants Granted | 10,000,000 | |||
Exercise price | $ 0.05 | |||
Weighted Average Remaining Contractual Life | 4 years 3 months | |||
Fair Value of warrants | $ 1,205,275 | $ 938,222 | ||
Financial Consultant [Member] | ||||
Warrants Granted | 10,000,000 | |||
Exercise price | $ 0.05 | |||
Weighted Average Remaining Contractual Life | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |||
Consulting fees | $ 65,000 | ||
Legal services | 20,000 | $ 12,500 | |
Officers compensation | 99,833 | ||
Accounts payable - related parties | $ 320,533 | $ 144,500 |