Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Aug. 29, 2017 | Mar. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | ClickStream Corp | ||
Entity Central Index Key | 1,393,548 | ||
Document Type | 10-K | ||
Trading Symbol | CLIS | ||
Document Period End Date | Sep. 30, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 82,447,881 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets | ||
Cash and cash equivalents | ||
Total assets | ||
Current liabilities | ||
Accounts payable | 303,000 | 109,000 |
Accounts payable - related parties | 338,000 | 144,000 |
Note payable | 10,000 | |
Advances from stockholder | 2,000 | |
Liabilities assumed upon merger | 48,000 | 336,000 |
Loan payable - stockholder | 45,000 | 45,000 |
Total current liabilities | 746,000 | 634,000 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2016 and 2015 respectively | ||
Common stock, par value $0.0001, 300,000,000 shares authorized and 70,597,353 and 60,736,665 shares issued and outstanding as of September 30, 2016 and 2015, respectively | 7,060 | 6,074 |
Additional paid in capital | 1,850,940 | 958,926 |
Accumulated deficit | (2,604,000) | (1,599,000) |
Total stockholders' deficit | (746,000) | (634,000) |
Total liabilities and stockholders' deficit |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per shares) | $ 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 (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 70,597,353 | 60,736,665 |
Common stock, outstanding | 70,597,353 | 60,736,665 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATION - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Expenses: | ||
Consulting and professional fees | $ 1,175,000 | $ 178,000 |
Consulting fees - related party | 470,000 | 134,000 |
Research and development | 212,000 | 100,000 |
General and administrative | 36,000 | 50,000 |
Loss from Operations | 1,893,000 | 462,000 |
Other (Income) Expense | ||
Gain on derecognition of liabilities assumed upon merger | (288,000) | |
Change in fair value of derivative liability | (600,000) | |
Total Other (Income) Expense | (888,000) | |
Net Loss | $ (1,005,000) | $ (462,000) |
Net loss per share- basic authorized, no shares issued and outstanding as of September 30, 2016 and (in dollars per share) | $ (0.016) | $ (0.008) |
Weighted average common shares outstanding- basic and diluted (in shares) | 62,224,297 | 60,055,843 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Sep. 30, 2014 | $ 5,924 | $ 809,076 | $ (1,137,000) | $ (322,000) |
Beginning balance (in shares) at Sep. 30, 2014 | 59,236,665 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for services | $ 50 | 49,950 | 50,000 | |
Common stock issued for services (in shares) | 500,000 | |||
Common stock issued for cash | $ 100 | 99,900 | 100,000 | |
Common stock issued for cash (in shares) | 1,000,000 | |||
Net Loss | (462,000) | (462,000) | ||
Ending balance at Sep. 30, 2015 | $ 6,074 | 958,926 | (1,599,000) | (634,000) |
Ending balance (in shares) at Sep. 30, 2015 | 60,736,665 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for settlement of accounts payable | $ 48 | 18,952 | 19,000 | |
Common stock issued for settlement of accounts payable (in shares) | 480,438 | |||
Common stock issued for settlement of accounts payable - related parties | $ 196 | 77,804 | 78,000 | |
Common stock issued for settlement of accounts payable - related parties (in shares) | 1,955,250 | |||
Common stock issued for services | $ 742 | 457,258 | 458,000 | |
Common stock issued for services (in shares) | 7,425,000 | |||
Fair value of derivative liability extinguished | 338,000 | 338,000 | ||
Net Loss | (1,005,000) | (1,005,000) | ||
Ending balance at Sep. 30, 2016 | $ 7,060 | $ 1,850,940 | $ (2,604,000) | $ (746,000) |
Ending balance (in shares) at Sep. 30, 2016 | 70,597,353 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,005,000) | $ (462,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 458,000 | 50,000 |
Gain on derecognition of liabilities assumed upon merger | (288,000) | |
Fair value of derivative liability created upon issuance of warrants for services | 938,000 | |
Change in fair value of derivative liability | (600,000) | |
Changes in operating liabilities | ||
Increase in accounts payable | 213,000 | 109,000 |
Increase in accounts payable - related parties | 272,000 | 137,000 |
Increase in advances from stockholder | 2,000 | |
Net Cash Used in Operating Activities | (10,000) | (166,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of note payable | 10,000 | |
Proceeds from sale of common stock | 100,000 | |
Net Cash Provided by Financing Activities | 10,000 | 100,000 |
Net Decrease in Cash | (66,000) | |
Cash at Beginning of Period | 66,000 | |
Cash at End of Period | ||
Cash paid during the year for: | ||
Interest | ||
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in settlement of accounts payable and accounts payable - related parties | 97,000 | |
Fair value of derivative liability extinguished | $ 338,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1: Organization and Business History The Company was 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 player’s 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 | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Going Concern | NOTE 2 – Basis of Presentation and Going Concern Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has not yet generated any revenues, has incurred recurring net losses since inception and has a working capital deficiency. During the year ended September 30, 2016, the Company incurred a net loss of $1,005,000 and as of September 30, 2016, had a working capital deficiency and stockholders’ deficit of $746,000, respectively. These factors, among others, raise substantial doubt about the Company's 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 ClickStream’s 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 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. 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 September 30, 2016, the carrying value of certain accounts such as accounts payable, note payable and loan payable to stockholder approximates their fair value due to the short-term nature of such 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 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 Company’s financial statements and disclosures. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ("ASU 2017-11"). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity's own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not expected to have any impact on the Company's financial statement presentation or 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 | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [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 matured in September 2016. As of September 30, 2016, outstanding balance of the note amounted to $10,000 and past due. The Company is currently in negotiations with the note holder to settle the note payable. |
Loan Payable - Stockholder
Loan Payable - Stockholder | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Loan Payable - Stockholder | NOTE 5 –Loan Payable –Stockholder On September 17, 2014, the Company issued a promissory note to a stockholder 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 31, 2017. |
Common Stock
Common Stock | 12 Months Ended |
Sep. 30, 2016 | |
Common Stock Abstract | |
Common Stock | NOTE 6 – Common Stock Year Ended September 30, 2016 During the year ended September 30, 2016, the Company issued a total of 7,425,000 shares of common stock to employees and consultants with a fair value of $458,000 for services rendered. A total of 1,375,000 shares of these common stock were valued at $0.10 per share or $138,000 which was based upon our recent sale of common stock for cash since our stock was not traded at the time the shares were issued. The remaining 6,050,000 shares of common stock were valued at $320,000 based upon the respective trading prices of our stock upon grant of these shares since the Company’s stock started trading in January 2016. The entire $458,000 was expensed upon issuance as the shares are non-refundable and deemed earned upon issuance. During the year ended September 30, 2016, the Company issued a total of 480,438 shares of common stock to a consultant with a fair value of $19,000 to settle accounts payable which approximates the fair value of the common shares issued. In addition, the Company also 1,955,250 shares of common stock to officers of the Company with a total fair value of $78,000 to settle accounts payable to related parties which approximates the fair value of the common shares issued. Year Ended September 30, 2015 During the year ended September 30, 2015, the Company issued a total of 500,000 shares of common stock to our Board of Directors with a fair value of $50,000 for services rendered. The shares were valued at $0.10 per share based upon our recent sale of common stock for cash. The entire $50,000 was expensed upon issuance and was reported as part of consulting expenses in the accompanying Statement of Operations. During the year ended September 30, 2015, the Company sold 1,000,000 shares of common stock for cash of $100,000 or $0.10 per share. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Sep. 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 for services rendered. 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. Upon grant of the warrants, the Company determined the fair value of the derivative liability to be $938,000, and was accounted for as part of Consulting and professional fees in the accompanying Statement of Operations. On September 30, 2016, the Company and the warrant holder amended the warrant to remove the anti-dilution provision and set the conversion price at $0.05 per share. At the date of warrant modification, the fair value of the derivative liability was $338,000 which resulted in a change in fair value of the derivative liability of $600,000. As a result of the warrant’s modification, the Company was no longer required to account the warrants as a derivative liability and as a result, the fair value of the derivative liability of $338,000 was extinguished and accounted as an addition to the Company’s paid in capital. Upon grant of the warrants on October 19, 2015 and its subsequent modification on September 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) September 30, 2016 Stock Price $ 0.10 $ 0.04 Risk-free interest rate 1.35 % 1.14 % Expected volatility 152 % 148 % Expected life in years 5 4.00 Expected dividend yield 0 % 0 % Fair Value: $ 938,000 $ 338,000 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 $0.04 per share at September 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. |
Warrants
Warrants | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Warrants | NOTE 8 – Warrants The following schedule summarizes the changes in the Company’s outstanding warrants during the year ended September 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 September 30, 2016 10,000,000 $ .05(1) 4.00years $ - $ .05 Exercisable September 30, 2016 10,000,000 $ .05(1) 4.00 years $ - $ .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 (see Note 7). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9– Related Party Transactions Pursuant to a consulting agreement with a major stockholder of the Company, during the year ended September 30, 2016 and 2015 the Company incurred consulting fees of $95,000 and $71,000, respectively, for services rendered and reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. During the year ended September 30, 2016 and 2015, the Company incurred $60,000 and $63,000, respectively, for legal services rendered by a stockholder and officer of the Company and reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. During the year ended September 30, 2016, the Company incurred an aggregate of $126,000 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. During the year ended September 30, 2016, the Company granted 3,850,000 shares of common stock with a fair value of $189,000 to these officers and stockholder for services rendered (see Note 6). As of September 30, 2016 and September 30, 2015, the Company had accounts payable to our officers and the major stockholder in the amount of $338,000 and $144,000, respectively for unpaid consulting and professional fees. These amounts are unsecured, non-interest bearing and due upon demand. During the periods ended September 30, 2016 and 2015, the Company’s office facility has been provided without charge by the Company’s major stockholders. Such cost was not material to the financial statements and accordingly, have not been reflected therein. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – Commitments and Contingencies We are involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Except for income tax contingencies, we record accruals for contingencies to the extent that our management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. Legal proceeding that is currently pending is as follows: a. Maxim Group LLC ( "Max im") has instituted a claim in arbitration with the Financial Industry Regulatory Authority for failure of the Company to remove the restrictive legend on 1 , 500 , 000 shares of common stock of the Company (the "Shares") is s ued to Maxim and $15,000 claimed to be due for services. The Company has brought a cross claim seeking the cancellation of the Shares for lack of consideration. The parties are seeking to settle the matter and discussions to that effect are ongoing. b. The holder of two promissory notes of the Company in the principal amounts of $10,000 issued in June 2016 (see Note 4) and $7,500 issued in December 2016, respectively, has demanded payment, together with interest at the rate of 8% per annum from June 20, 2016 and 10% per annum from December 16, 2016, respectively, in each case together with costs of collection. The holder has not commenced or threatened litigation. The Company intends to pay these notes upon completion of a pending financing. Liabilities Assumed Upon Merger In May 2014, the Company completed a reverse merger between Mine Clearing Corporation (MCCO), a public shell company and ClickStream Corporation with Clickstream as the acquiring company for accounting purposes. As a result of the merger between MCCO and Clickstream, the Company assumed liabilities of MCCO in the aggregate of $405,000, most of which were incurred on or before 2011 and before the merger. Subsequent to May 2014, the Company paid or settled a total of $69,000 of these assumed liabilities. As of September 30, 2015, outstanding balance of the liabilities assumed upon merger amounted to $336,000. During the year ended September 30, 2016, the Company derecognized a total of $288,000 of these liabilities assumed upon merger. The derecognized liabilities consist of regular trade payables and accrued management fees that management believes are no longer payable As of September 30, 2016, total outstanding balance amounted to $48,000. The Company will continue to monitor the remaining balance for any claims and plan to derecognize it once it has been determined that the Company is no longer obligated to pay these assumed liabilities. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | NOTE 11 - Income Tax Provision The Company did not record any income tax provision for the years ended September 30, 2016 and 2015 due to the Company’s net losses. The Company files income tax returns in the United States (“Federal”) and California (“State”) jurisdictions. The Company is subject to Federal and State income tax examinations by tax authorities for all years since its inception. At September 30, 2016, the Company had Federal and State net operating loss carry forwards available to offset future taxable income of approximately $1.7 million. These carry forwards will begin to expire in the year ending September 30, 2035, subject to IRS limitations, including change in ownership. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. At September 30, 2016, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets of approximately $985,000 would not be realized. Accordingly, the Company has recorded a valuation allowance for 100% of its cumulative deferred tax assets. The components of our deferred tax assets are as follows. 9/30/2016 9/30/2015 Net Operating loss carryforwards 687,000 639,000 Gain on derecognition of liabilities assumed upon merger 115,000 - Stock based compensation and other 183,000 20,000 Total net deferred tax assets 985,000 659,000 Less valuation discount (985,000 ) (659,000 ) Net deferred tax assets - - 9/30/2016 9/30/2015 Computed tax provision (benefit) at federal statutory rate -34 % -34 % State income taxes, net of federal benefit -6 % -6 % Permanent differences 83 % 59 % Net Operating loss -43 % -19 % Income tax provision 0 % 0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – Subsequent Events In December 2016 and June 2017, the Company issued notes payable in the aggregate of $45,000 in exchange for cash. The notes are unsecured and In March 2017, the Company issued 2,129,195 shares of common stock with a fair value of $64,000 as settlement of accounts payable and 6,721,333 shares of common stock with a fair value of $202,000 as settlement of accounts payable to related parties. In June 2017, the Company issued a total of 2,000,000 shares of common stock with a fair value of $16,000 for services rendered. These consolidated financial statements should be read in conjunctions with the financial statements and notes thereto included in the Company's Form 10-Q for the periods ended December 31, 2016, March 31, 2017 and June 30, 2017 filed on August 31, 2017 with the Security and Exchange Commission, which contains additional information of events subsequent to September 30, 2016. On June 20, 2017 Michael O’Hara resigned as president but remains as Chairman of the Board of Directors. On the same date Nate Bernard was appointed President of the Company. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 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. |
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 September 30, 2016, the carrying value of certain accounts such as accounts payable, note payable and loan payable to stockholder approximates their fair value due to the short-term nature of such instruments. |
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 Company’s financial statements and disclosures. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ("ASU 2017-11"). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity's own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not expected to have any impact on the Company's financial statement presentation or 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. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities assumptions | Upon grant of the warrants on October 19, 2015 and its subsequent modification on September 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) September 30, 2016 Stock Price $ 0.10 $ 0.04 Risk-free interest rate 1.35 % 1.14 % Expected volatility 152 % 148 % Expected life in years 5 4.00 Expected dividend yield 0 % 0 % Fair Value: $ 938,000 $ 338,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of changes in the company's outstanding warrants | The following schedule summarizes the changes in the Company’s outstanding warrants during the year ended September 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 September 30, 2016 10,000,000 $ .05(1) 4.00years $ - $ .05 Exercisable September 30, 2016 10,000,000 $ .05(1) 4.00 years $ - $ .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 $0.05 per share for a period of five years (see Note 7) |
Income Tax Provision (Table)
Income Tax Provision (Table) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The components of our deferred tax assets are as follows. 9/30/2016 9/30/2015 Net Operating loss carryforwards 687,000 639,000 Gain on derecognition of liabilities assumed upon merger 115,000 - Stock based compensation and other 183,000 20,000 Total net deferred tax assets 985,000 659,000 Less valuation discount (985,000 ) (659,000 ) Net deferred tax assets - - 9/30/2016 9/30/2015 Computed tax provision (benefit) at federal statutory rate -34 % -34 % State income taxes, net of federal benefit -6 % -6 % Permanent differences 83 % 59 % Net Operating loss -43 % -19 % Income tax provision 0 % 0 % |
Basis of Presentation and Goi23
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | |||
Net loss | $ 1,005,000 | $ 462,000 | |
Working capital deficiency | 746,000 | ||
Stockholders' deficit | $ 746,000 | $ 634,000 | $ 322,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 20, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Notes payable | $ 10,000 | ||
Notes payable [Member] | |||
Face amount | $ 10,000 | ||
Interest rate | 8.00% | ||
Maturity date | Sep. 30, 2016 |
Loan Payable - Stockholder (Det
Loan Payable - Stockholder (Details Narrative) | Sep. 17, 2014USD ($) |
Shareholder [Member] | |
Promissory note issued | $ 45,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Value of common shares issued for services | $ 458,000 | $ 50,000 |
Value for new issues share | $ 100,000 | |
Share value (in dollars per share) | $ 0.10 | |
Value of shares issued for settlement of accounts payable | $ 19,000 | |
Number of common stock sold | 1,000,000 | |
Value of common stock sold | $ 100,000 | |
Employees and Consultants [Member] | ||
Number of common shares issued for services | 7,425,000 | |
Value of common shares issued for services | $ 458,000 | |
Value for new issues share | $ 138,000 | |
New issuance | 1,375,000 | |
Share value (in dollars per share) | $ 0.10 | |
Number of common stock to be issued | 6,050,000 | |
Value of common stock to be issued | $ 320,000 | |
Consultants [Member] | ||
Number of common shares issued for settlement of accounts payable | 480,438 | |
Value of shares issued for settlement of accounts payable | $ 19,000 | |
Officers [Member] | ||
Number of common shares issued for settlement of accounts payable | 1,955,250 | |
Value of shares issued for settlement of accounts payable | $ 78,000 | |
Directors [Member] | ||
Number of common shares issued for services | 500,000 | |
Value of common shares issued for services | $ 50,000 | |
Share value (in dollars per share) | $ 0.10 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Oct. 14, 2015 | Sep. 30, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Stock Price | $ 0.10 | $ 0.04 |
Risk-free interest rate | 1.35% | 1.14% |
Expected volatility | 152.00% | 148.00% |
Expected life in years | 5 years | 4 years |
Expected dividend yield | 0.00% | 0.00% |
Fair Value: | $ 938,000 | $ 338,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 14, 2015 | |
Warrants issued to financial consultant | 10,000,000 | |||
Change in fair value of the derivative liability | $ 600,000 | |||
Stock price (in dollars per share) | $ 0.04 | $ 0.10 | ||
Fair value of derivative liability | $ 338,000 | |||
Financial Consultant [Member] | ||||
Warrants issued to financial consultant | 10,000,000 | |||
Exercise price of warrants | $ 0.05 |
Warrants (Details)
Warrants (Details) | 12 Months Ended | |
Sep. 30, 2016USD ($)$ / sharesshares | ||
Warrants Outstanding Number of Shares | ||
Balance at Beginning | shares | ||
Warrants Granted | shares | 10,000,000 | |
Warrants Exercised | shares | ||
Warrants Expired | shares | ||
Balance at End | shares | 10,000,000 | |
Exercisable at End | shares | 10,000,000 | |
Exercise Price per Share | ||
Balance at Beginning | ||
Warrants Granted | 0.05 | [1] |
Balance at End | 0.05 | [1] |
Exercisable at End | $ 0.05 | [1] |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Life | 4 years | |
Weighted Average Remaining Contractual Life, Exercisable | 4 years | |
Aggregate Intrinsic Value | ||
Balance at Beginning | $ | ||
Balance at End | $ | ||
Exercisable at End | $ | ||
Weighted Average Exercise Price per Share | ||
Balance at Beginning | ||
Balance at End | 0.05 | |
Exercisable at End | $ 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 (see Note 7). |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Warrants granted | 10,000,000 | |||
Exercise price (in dollars per share) | $ 0.05 | [1] | ||
Weighted average remaining contractual life | 4 years | |||
Financial Consultant [Member] | ||||
Warrants granted | 10,000,000 | |||
Exercise price (in dollars per share) | $ 0.05 | |||
Weighted average remaining contractual life | 5 years | |||
[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 $0.05 per share for a period of five years (see Note 7). |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transactions [Abstract] | ||
Consulting fees | $ 95,000 | $ 71,000 |
Legal services | 60,000 | 63,000 |
Officers compensation | 126,000 | |
Accounts payable - related parties | $ 338,000 | $ 144,000 |
Number of shares issued for services rendered | 3,850,000 | |
Value of shares issued for services rendered | $ 189,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |||||
Sep. 30, 2016 | Dec. 16, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | May 31, 2014 | Sep. 30, 2011 | |
Mine Clearing Corporation (MCCO) [Member] | ||||||
Liabilities assumed upon merger | $ 48,000 | $ 336,000 | $ 69,000 | $ 405,000 | ||
Derecognized liabilities | $ 288,000 | |||||
8% Promissory Note [Member] | ||||||
Face amount | $ 10,000 | |||||
10% Promissory Note [Member] | ||||||
Face amount | $ 7,500 | |||||
Maxim Group LLC ("Maxim") [Member] | ||||||
Number of shares issued | 1,500,000 | |||||
Loss contingency value | $ 15,000 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforwards | $ 687,000 | $ 639,000 |
Gain on derecognition of liabilities assumed upon merger | 115,000 | |
Stock based compensation and other | 183,000 | 20,000 |
Total net deferred tax assets | 985,000 | 659,000 |
Less valuation discount | (985,000) | (659,000) |
Net deferred tax assets |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Computed tax provision (benefit) at federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (6.00%) | (6.00%) |
Permanent differences | 83.00% | 59.00% |
Net Operating loss | (43.00%) | (19.00%) |
Income tax provision | 0.00% | 0.00% |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal and State net operating loss carry forwards | $ 1,700,000 |
Deferred tax assets | $ 985,000 |
Valuation allowance of cumulative deferred tax assets | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Jun. 20, 2016 | |
Subsequent Event [Line Items] | |||||||
Amount of shares issued for settlement of accounts payable | $ 19,000 | ||||||
Amount of share issued for services | 458,000 | $ 50,000 | |||||
Amount of shares issued for settlement of accounts payable to related parties | $ 78,000 | ||||||
Notes payable [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Face amount | $ 10,000 | ||||||
Interest rate | 8.00% | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate notes payable issued | $ 45,000 | $ 45,000 | $ 45,000 | ||||
Amount of shares issued for settlement of accounts payable | $ 64,000 | ||||||
Number of shares issued for settlement of accounts payable | 2,129,195 | ||||||
Amount of share issued for services | $ 16,000 | ||||||
Number of share issued for services | 2,000,000 | ||||||
Amount of shares issued for settlement of accounts payable to related parties | $ 202,000 | ||||||
Number of shares issued for settlement of accounts payable to related parties | 6,721,333 | ||||||
Subsequent Event [Member] | 10% Notes payable due on March 2017 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Face amount | $ 15,000 | $ 15,000 | $ 15,000 | ||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||
Subsequent Event [Member] | 20% Notes payable due on January 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Face amount | $ 30,000 | $ 30,000 | $ 30,000 | ||||
Interest rate | 20.00% | 20.00% | 20.00% | ||||
Subsequent Event [Member] | Notes payable [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Amount of convertible securities share issued | $ 8,000 | ||||||
Number of convertible securities share issued | 1,000,000 |