Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | Aug. 29, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | ClickStream Corp | |
Entity Central Index Key | 1,393,548 | |
Document Type | 10-Q | |
Trading Symbol | CLIS | |
Document Period End Date | Mar. 31, 2017 | |
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 Common Stock, Shares Outstanding | 82,447,881 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Current assets | ||
Cash and cash equivalents | ||
Total assets | ||
Current liabilities | ||
Accounts payable | 274,000 | 303,000 |
Accounts payable - related parties | 279,000 | 338,000 |
Note payable | 25,000 | 10,000 |
Advances from stockholder | 2,000 | 2,000 |
Liabilities assumed upon merger | 48,000 | 48,000 |
Loan payable - stockholder | 45,000 | 45,000 |
Total current liabilities | 673,000 | 746,000 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2017 and September 30, 2016 respectively | ||
Common stock, par value $0.0001, 300,000,000 shares authorized and 79,447,881 and 70,597,353 shares issued and outstanding as of March 31, 2017 and September 30, 2016, respectively | 7,945 | 7,060 |
Additional paid in capital | 2,116,055 | 1,850,940 |
Accumulated deficit | (2,797,000) | (2,604,000) |
Total stockholders' deficit | (673,000) | (746,000) |
Total liabilities and stockholders' deficit |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 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 share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 79,447,881 | 70,597,353 |
Common stock, outstanding | 79,447,881 | 70,597,353 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Expenses: | ||||
Consulting and professional fees | $ 10,000 | $ 40,000 | $ 18,000 | $ 1,181,000 |
Consulting - related party | 61,000 | 52,000 | 143,000 | 118,000 |
Research and development | 36,000 | 36,000 | ||
General and administrative | 3,000 | 5,000 | 7,000 | 10,000 |
Loss from Operations | 110,000 | 97,000 | 204,000 | 1,309,000 |
Other (Income) Expense | ||||
Gain on settlement of debt | (11,000) | (11,000) | ||
Change in fair value of derivative liability | 7,283,000 | 7,278,000 | ||
Total Other (Income) Expense | (11,000) | 7,283,000 | (11,000) | 7,278,000 |
Net Loss | $ (99,000) | $ (7,380,000) | $ (193,000) | $ (8,587,000) |
Net loss per share- basic and diluted (in dollars per share) | $ 0 | $ (0.12) | $ 0 | $ (0.14) |
Weighted average common shares outstanding- basic and diluted (in shares) | 70,898,645 | 62,111,665 | 70,746,343 | 61,735,982 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (unaudited) - 6 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit | Total |
Beginning balance at Sep. 30, 2016 | $ 7,060 | $ 1,850,940 | $ (2,604,000) | $ (746,000) |
Beginning balance (in shares) at Sep. 30, 2016 | 70,597,353 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for settlement of accounts payable | $ 213 | 63,787 | 64,000 | |
Common stock issued for settlement of accounts payable (in shares) | 2,129,195 | |||
Common stock issued for settlement of accounts payable - related parties | $ 672 | 201,328 | 202,000 | |
Common stock issued for settlement of accounts payable - related parties (in shares) | 6,721,333 | |||
Net Loss | (193,000) | (193,000) | ||
Ending balance at Mar. 31, 2017 | $ 7,945 | $ 2,116,055 | $ (2,797,000) | $ (673,000) |
Ending balance (in shares) at Mar. 31, 2017 | 79,447,881 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (193,000) | $ (8,587,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 138,000 | |
Gain on settlement of debt | (11,000) | |
Fair value of derivative liability created upon issuance of warrants for services | 938,000 | |
Change in fair value of derivative liability | 7,278,000 | |
Changes in operating liabilities | ||
Increase in accounts payable | 46,000 | 233,000 |
Increase in accounts payable - related parties | 143,000 | |
Net Cash Used in Operating Activities | (15,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 15,000 | |
Net Cash Provided by Financing Activities | 15,000 | |
Net (Decrease) Increase in Cash | ||
Cash at Beginning of Period | ||
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 | $ 266,000 |
Organization and Business
Organization and Business | 6 Months Ended |
Mar. 31, 2017 | |
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 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 | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Going Concern | NOTE 2 – Basis of Presentation and Going Concern Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC. The condensed consolidated balance sheet as of September 30, 2016 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The results of operations for the six months ended March 30, 2017 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending September 30, 2017. 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 six months ended March 31, 2017, the Company incurred a net loss of $193,000 and as of March 31, 2017, the Company had a working capital deficiency and stockholders’ deficit of $673,000. 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, 2016 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 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 | 6 Months Ended |
Mar. 31, 2017 | |
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. 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 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently 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. |
Notes Payable
Notes Payable | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 –Notes 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 and is currently past due. During the period ended March 31, 2017, the Company issued similar notes payable in the aggregate of $15,000 in exchange for cash. The notes are unsecured and bears interest at 8% and 10% per annum and matured in March 2017 and are currently past due. As of March 31, 2017, total outstanding balance of notes payable amounted to $25,000 and are currently past due. The Company is currently in negotiations with the note holder to settle the past due notes payable. |
Loan Payable - Stockholder
Loan Payable - Stockholder | 6 Months Ended |
Mar. 31, 2017 | |
Loan Payable - Shareholder | |
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 completed before the end of December 2017. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6 – Stockholders’ Deficit Common Stock During the six months ended March 31, 2017, the Company issued 2,129,195 shares of common stock with a fair value of $64,000 to settle accounts payable totaling $53,000. As a result, the Company recognized a gain of $11,000 to account the difference between the fair value of the common shares issued and the accounts payable settled. The shares were valued at the respective dates of settlement. During the nine months ended June 30, 2017, the Company issued 6,721,333 shares of common stock with a fair value of $202,000 to settle accounts payable to related parties totaling $202,000. The shares were valued at the respective date of settlement. |
Warrants
Warrants | 6 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Warrants | NOTE 7 – Warrants The following schedule summarizes the changes in the Company’s outstanding warrants during the six months ended March 31, 2017: 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, 2016 10,000,000 $ .05(1 ) - 4.00 years $ 0 $ .05 Warrants Granted – Warrants Exercised – Warrants Expired – Balance at March 31, 2017 10,000,000 $ .05(1 ) 3.50 years $ 0 $ .05 Exercisable March 31, 2017 10,000,000 $ .05(1 ) 3.50 years $ 0 $ .05 (1) In October 2015, the Company granted a financial consultant fully vested warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $0.05 per share for a period of five years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – Related Party Transactions Pursuant to a consulting agreement with a major stockholder of the Company, during the six months ended March 31, 2017 and 2016, the Company incurred $60,000 and $30,000 for services rendered and reported as part of Consulting and professional fees - Related Party in the accompanying Statement of Operations. During the six months ended March 31, 2017 and 2016, the Company incurred $20,000 and $25,000, 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 six months ended March 31, 2017 and 2016, the Company incurred an aggregate of $63,000 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 period ended March 31, 2017, the Company issued 6,721,333 shares of common stock with a fair value of $202,000 to settle amount due to these officers and major stockholder totaling $202,000. As of During the periods ended March 31, 2017 and 2016, the Company’s office facility has been provided without charge by one of 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 | 6 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – 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 ("Maxim") 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") issued 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10– Subsequent Events In June 2017, the Company issued note payable of $30,000 in exchange for cash. The note is unsecured and bears interest rate of 20% per annum and will mature in January 2018. As part of the note issuance, the Company issued 1 million shares of its common stock with a fair value of $8,000 as an inducement to the note holder. The Company will account the fair value of the shares of common stock as a debt discount and will amortize it over the term of the note. 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. In June, 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. These unaudited condensed 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 June 30, 2017 filed on August 31, 2017 with the Security and Exchange Commission, which contains additional information of events subsequent to March 31, 2017. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
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. |
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 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently 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. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Warrants Tables | |
Schedule of changes in the company's outstanding warrants | The following schedule summarizes the changes in the Company’s outstanding warrants during the six months ended March 31, 2017: 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, 2016 10,000,000 $ .05(1 ) - 4.00 years $ 0 $ .05 Warrants Granted – Warrants Exercised – Warrants Expired – Balance at March 31, 2017 10,000,000 $ .05(1 ) 3.50 years $ 0 $ .05 Exercisable March 31, 2017 10,000,000 $ .05(1 ) 3.50 years $ 0 $ .05 (1) In October 2015, the Company granted a financial consultant fully vested warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $0.05 per share for a period of five years. |
Basis of Presentation and Goi19
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Basis Of Presentation And Going Concern Details Narrative | |||||
Net loss | $ (99,000) | $ (7,380,000) | $ (193,000) | $ (8,587,000) | |
Working capital deficiency | 673,000 | 673,000 | |||
Stockholders' deficit | $ 673,000 | $ 673,000 | $ 746,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 20, 2016 | Mar. 31, 2017 | Sep. 30, 2016 |
Notes payable | $ 25,000 | $ 10,000 | |
8% Unsecured Promissory Note [Member] | |||
Face amount | $ 10,000 | ||
Interest rate | 8.00% | ||
Maturity date | Sep. 30, 2016 | ||
10% Promissory Note Matured in March 2017 [Member] | |||
Face amount | $ 15,000 | ||
Interest rate | 10.00% | ||
Maturity date | Mar. 31, 2017 |
Loan Payable - Stockholder (Det
Loan Payable - Stockholder (Details Narrative) | Sep. 17, 2014USD ($) |
Shareholder [Member] | |
Promissory note issued | $ 45,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Jun. 30, 2017 | |
Number of shares issued | 2,129,195 | |
Value for shares issued | $ 64,000 | |
Common shares issued to settle accounts payable | 53,000 | |
Recognized gain on sale of common stock to settle accounts payable | $ 11,000 | |
Subsequent Event [Member] | ||
Number of shares issued | 6,721,333 | |
Value for shares issued | $ 202,000 | |
Common shares issued to settle accounts payable | $ 202,000 |
Warrants (Details)
Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | ||
Warrants Outstanding Number of Shares | |||
Balance at Beginning | 10,000,000 | ||
Warrants Granted | |||
Warrants Exercised | |||
Warrants Expired | |||
Balance at End | 10,000,000 | 10,000,000 | |
Exercisable at End | 10,000,000 | ||
Exercise Price per Share | |||
Balance at Beginning | [1] | $ 0.05 | |
Balance at End | [1] | 0.05 | $ 0.05 |
Exercisable at End | [1] | $ 0.05 | |
Weighted Average Remaining Contractual Life | |||
Weighted Average Remaining Contractual Life | 3 years 6 months | 4 years | |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 6 months | ||
Aggregate Intrinsic Value | |||
Balance at Beginning | $ 0 | ||
Balance at End | 0 | $ 0 | |
Exercisable at End | $ 0 | ||
Weighted Average Exercise Price per Share | |||
Balance at Beginning | $ 0.05 | ||
Balance at End | 0.05 | $ 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. |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Mar. 31, 2017 | Sep. 30, 2016 | ||
Warrants granted | ||||
Exercise price (in dollars per share) | [1] | $ 0.05 | $ 0.05 | |
Weighted average remaining contractual life | 3 years 6 months | 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 $0.05 per share for a period of five years. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |||
Consulting fees | $ 60,000 | $ 30,000 | |
Legal services | 20,000 | 25,000 | |
Officers compensation | $ 63,000 | $ 63,000 | |
Number of shares issued | 2,129,195 | ||
Value for shares issued | $ 64,000 | ||
Accounts payable - related parties | $ 279,000 | $ 338,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2017 | Dec. 16, 2016 | Jun. 20, 2016 | |
Number of shares issued | 2,129,195 | ||
8% Unsecured Promissory Note [Member] | |||
Principal amount | $ 10,000 | ||
10% Promissory Note [Member] | |||
Principal amount | $ 7,500 | ||
Maxim Group LLC ("Maxim") [Member] | |||
Number of shares issued | 1,500,000 | ||
Loss contingency value | $ 15,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Jun. 30, 2017 | |
Number of shares issued | 2,129,195 | |
Value for shares issued | $ 64,000 | |
Subsequent Event [Member] | ||
Number of shares issued | 6,721,333 | |
Value for shares issued | $ 202,000 | |
Number of shares issued for services | 2,000,000 | |
Value of shares issued for services | $ 16,000 | |
Subsequent Event [Member] | 20% Unsecured Debt [Member] | ||
Face amount | $ 30,000 | |
Interest rate | 20.00% | |
Subsequent Event [Member] | Inducement Note Holder [Member] | ||
Number of shares issued | 1,000,000 | |
Value for shares issued | $ 8,000 |