Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 17, 2014 | Mar. 28, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | NEXT GROUP HOLDINGS, INC. | ||
Entity Central Index Key | 1,424,657 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2014 | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --09-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 314,715 | ||
Entity Common Stock, Shares Outstanding | 119,902,417 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 | ||
Amendment description | Amendment #2 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | ||
Cash | $ 8,799 | $ 4,658 |
Inventory | 0 | 0 |
Accounts receivable | 899 | 0 |
Prepaid expense | 0 | 7,010 |
Total Current Assets | 9,698 | 11,668 |
FIXED ASSETS | ||
Property, plant, and equipment, net of depreciation | 3,577 | 0 |
Total Fixed Assets | 3,577 | 0 |
TOTAL ASSETS | 13,275 | 11,668 |
CURRENT LIABILITIES | ||
Accrued expense | 16,882 | 23,915 |
Accrued interest | 745 | 9,366 |
Accrued salary | 224,140 | 37,500 |
Loan payable | 13,260 | 0 |
Convertible notes payable, net of debt discount | 223,925 | 128,464 |
Derivative liability | 1,114,697 | 645,418 |
TOTAL CURRENT LIABILITIES | 1,593,649 | 844,663 |
STOCKHOLDERS' DEFICIT | ||
Common stock payable | 0 | 48,300 |
Preferred Stock, (par value $.001, 10,000,000 shares authorized, 8,320,000 and 10,000,000 issued and outstanding as of September 30, 2014 and September 30, 2013 respectively | 8,320 | 10,000 |
Common stock (par value $.001, 10,000,000,000 shares authorized, 3,482,654,232 and 74,207,359 issued and outstanding as of September 30, 2014 and September 30, 2013 respectively | 3,482,654 | 74,206 |
Additional Paid in Capital | (2,768,038) | (392,007) |
Accumulated Deficit | (2,303,310) | (573,494) |
TOTAL STOCKHOLDERS' DEFICIT | (1,580,374) | (832,996) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,275 | $ 11,668 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 8,320,000 | 10,000,000 |
Preferred stock, shares outstanding | 8,320,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 3,482,654,232 | 74,207,359 |
Consolidated Statement Of Opera
Consolidated Statement Of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Income | ||
Total Revenue | $ 0 | $ 5,246 |
Cost of Revenue | 15,553 | 46,071 |
Gross Profit | (15,553) | 40,825 |
Operating Expenses | ||
Consulting fees | 0 | 65,175 |
Professional services | 28,586 | 115,228 |
Officer compensation | 37,500 | 385,962 |
Selling, general and administrative expenses | 87,264 | 120,788 |
Total Operating Expenses | 153,350 | 687,153 |
(Loss) from continuing operations | (153,350) | (727,978) |
Other Income (Expense) | ||
Interest expense | (9,366) | (59,930) |
Other income | 62 | 0 |
Loss on assumption of debt | 0 | (75,000) |
Derivative expense | (281,096) | (503,392) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Total other (income) and expense | (1,404,591) | (1,001,836) |
Net (loss) before income taxes | (573,494) | (1,729,814) |
Income taxes | 0 | 0 |
Net (Loss) | $ (573,494) | $ (1,729,814) |
Earnings (loss) per share | ||
Basic | $ 0 | $ 0 |
Weighted average number of shares outstanding | 427,123,570 | 427,123,570 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Stock Payable | Additional Paid-in Capital | Retained Deficit | Total |
Balance, shares at Jul. 14, 2013 | 0 | 74,206,359 | ||||
Balance, amount at Jul. 14, 2013 | $ 0 | $ 74,206 | $ 0 | $ (74,206) | $ 0 | $ 0 |
Common shares returned from shareholder, amount | ||||||
Stock issued on share exchange, amount | $ 10,000 | $ 1 | 48,300 | $ (317,801) | ||
Net loss | $ (573,494) | (573,494) | ||||
Balance, shares at Sep. 30, 2013 | 10,000,000 | 74,207,359 | ||||
Balance, amount at Sep. 30, 2013 | $ 10,000 | $ 74,207 | 48,300 | $ (392,007) | (573,494) | (832,996) |
Stock issued on share exchange, amount | (259,501) | |||||
Stock issued for services, shares | 0 | 13,000,000 | ||||
Stock issued for services, amount | $ 0 | $ 13,000 | 59,800 | 0 | 72,800 | |
Stock issued for stock payable, shares | 0 | 23,000,000 | ||||
Stock issued for stock payable, amount | $ 0 | $ 23,000 | (48,300) | 25,300 | 0 | 0 |
Stock issued for debt refinancing, shares | 0 | 3,500,000 | ||||
Stock issued for debt refinancing, amount | $ 0 | $ 3,500 | 0 | 10,150 | 0 | 13,650 |
Stock issue for debt reduction, shares | 0 | 3,176,946,873 | ||||
Stock issue for debt reduction, amount | $ 0 | $ 3,176,947 | 0 | (2,554,819) | 0 | 622,128 |
Stock issued for Cash, shares | 0 | 150,000,000 | ||||
Stock issued for Cash, amount | $ 0 | $ 150,000 | 0 | (97,002) | 52,998 | |
Stock issued for conversion of Preferred, shares | (1,680,000) | 42,000,000 | ||||
Stock issued for conversion of Preferred, amount | $ (1,680) | $ 42,000 | 0 | (40,320) | 0 | 0 |
Derivative liability adjustment, amount | 220,860 | 220,860 | ||||
Net loss | (1,729,814) | (1,729,814) | ||||
Balance, shares at Sep. 30, 2014 | 8,320,000 | 3,482,654,232 | ||||
Balance, amount at Sep. 30, 2014 | $ 8,320 | $ 3,482,654 | $ 0 | $ (2,768,038) | $ (2,303,310) | $ (1,580,374) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (573,494) | $ (1,729,814) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Interest expense | 0 | 59,930 |
Stock issued for services | 0 | 72,800 |
Stock issued for debt refinancing | 0 | 13,650 |
Loss on assumption of debt | 0 | 75,000 |
Fees on convertible notes | 0 | 7,500 |
Loss on change in fair value of derivative expense | 114,191 | 363,514 |
Derivative expense | 281,096 | 503,392 |
Depreciation and amortization | 0 | 398 |
(Increase) Decrease in: | ||
Inventory | 0 | 0 |
Prepaid expense | (7,010) | 7,010 |
Accounts receivable | 0 | (899) |
Increase (Decrease) in: | ||
Accrued expense | 70,781 | 241,767 |
Net Cash Used by Operating Activities | (512,363) | (397,927) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | 0 | (3,975) |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 0 | (3,975) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan payable | 0 | 15,000 |
Stock sold for cash | 0 | 52,998 |
Proceeds from convertible notes payable | 0 | 350,511 |
Proceeds from (payments to) notes payable- related parties | 119,095 | (12,467) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,042 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,658 | 4,141 |
CASH AND CASH EQUIVALENTS: | ||
Cash at Beginning of Period | 0 | 4,658 |
Cash at End of Period | 4,658 | 8,799 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
Non-Cash Financing Activities | ||
Stock issued for debt reduction | $ 584,751 | $ 584,751 |
NOTE 1 - ORGANIZATION AND DESCR
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was originally incorporated on September 21, 2005 under the laws of the state of Florida with the name League Now Holdings Corporation. On February 27, 2013, the Company consummated a share exchange with New York Bagel Deli, Inc. (NYBD). Under the terms of the share exchange, NYBD received 28,500,000 shares of the Companys common stock for 100% of the issued and outstanding capital of NYBD. Concurrent with the share exchange, the Company agreed to sell its subsidiary (the operations of League Now) to John Bianco the Companys former CEO. In exchange for the assumption by Mr. Bianco of all associated liabilities with the exception of convertible notes held by Asher Enterprises Inc in the amount of $75,000. On September 20, 2013, the Company entered into a share exchange agreement with Pleasant Kids, Inc. whereby the Company issued 10,000,000 preferred shares and 1,000 common shares for all of the outstanding shares of Pleasant Kids, Inc. As a result of the share exchange, Pleasant Kids, Inc. became the surviving Company. In connection with the closing of the share exchange agreement, Haim Yeffet, a shareholder, a director of NYBD Holding, Inc. returned 13,000,000 shares of the common stock and 100,000 shares of the Preferred A stock of NYBD Holding, Inc to the treasury of NYBD Holding, Inc. and received 2,000,000 shares of Preferred A stock. Mr. Haim Yeffett assumed the outstanding debt of NYBD Holding, Inc., with the exception of the Asher convertible notes, and kept all of the assets of NYBD Holding, Inc. For accounting purposes, the share exchange was as a reverse merger. The new operations of the Company will be solely those of Pleasant Kids, Inc. The historical balances and results of operations will be those of Pleasant Kids, exclusive of NYBD Holding, Inc. Pleasant Kids, Inc. was incorporated on July 15, 2013 under the laws of the state of Florida. On June 18, 2004, the board of directors of Pleasant Kids, Inc., officially changed its name from NYBD Holding, Inc. to Pleasant Kids, Inc. The name change became effective August 9, 2014 with FINRA but did not become effective until October 7, 2014 in the state of Florida. The Company also changed the symbol from NYBD to PLKD effective August 18, 2014. Pleasant Kids, Inc. (Formerly NYBD Holding, Inc) is engaged in the business of producing, marketing and distributing naturally balanced alkalized water for children, including and not limited to organic natural juices. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 12 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 2 - GOING CONCERN | NOTE 2 - GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as Restated) Basis of Presentation This summary of accounting policies for Pleasant Kids, Inc is presented to assist in understanding the Companys financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting) and have been consistently applied in the preparation of the financial statements. Fiscal Year End The Company has adopted a September 30 fiscal year end. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Revenue recognition The Company presently derives its revenue from the sale of Bagel and deli products in its South Florida restaurants. The Company will recognize revenue at point of sale or when products are fully delivered or services have been provided and collection is reasonably assured. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Inventory At September 30, 2014, the Companys inventory consists entirely of raw materials. The inventory has little or no value and so the Company elected to write it off. Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Emerging Growth Company We qualify as an emerging growth company under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Fair Value of Financial Instruments Fair value of certain of the Companys financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, Fair Value Measurements and Disclosure defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Companys credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1 : Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values its available for sale securities using Level 1. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Carrying Value Fair Value Measurements at As of September 30, 2014 September 30, Using Fair Value Hierarchy 2014 Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities $ 1,114,649 $ - $ - $ 1,114,697 Total $ 1,114,697 $ - $ - $ 1,114,697 Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. (see note 10) Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014, the Company has four convertible notes outstanding, net of debt discount totaling $223,925 which if converted at the current stock price would result in 1,520,000,000 new dilutive common shares. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. S t ock-Ba e Payments. The Company plans to calculate share-based payments to third parties for consulting work based on the intrinsic value of the instrument as determined by market price of the stock at the time of issuance and recognize the expense based on this value. Although we believe our assumptions used to calculate share-based payments expense are reasonable, these assumptions can involve judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes in timing could significantly impact the amount of expense recorded in a given period. New Authoritative Accountin Guidance The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 4 - INVENTORY
NOTE 4 - INVENTORY | 12 Months Ended |
Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | |
NOTE 4 - INVENTORY | NOTE 4 INVENTORY (as Restated) There is no inventory stated at cost at September 30, 2014 and 2013. The Company has written off all inventory at the end of fiscal period ending September 30, 2014. The inventory was also written off for the period ended September 30, 2013. |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2014 | |
Notes Payable | |
NOTE 5 - NOTES PAYABLE | NOTE 5 NOTES PAYABLE (as Restated) On March 19, 2013, Pleasant Kids, Inc. (Formerly NYBD Holdings, Inc) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $153,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight percent (8%), is due on December 22, 2013. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 58% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to130% to150% (depending on the time period paid) of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, Asher Enterprises converted this debt along with $10,540 of interest into 214,960,196 shares of the Companys common stock. The outstanding balance of the note is $0.00. On May 9, 2013, Pleasant Kids Inc. (Formerly NYBD Holdings, Inc) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $53,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight percent (8%), is due on February 13, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 58% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to130% to150% (depending on the time period paid) of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, Asher Enterprises converted this debt along with $2,120 of interest into 187,635,014 shares of the Companys common stock. The outstanding balance of the note is $0.00. On July 17, 2013, Pleasant Kids, Inc (Formerly NYBD Holdings, Inc.)sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $53,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight (8%), is due on April 22, 2014.. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, Asher Enterprises converted this debt along with $2,120 of interest into 571,761,112 shares of the Companys common stock. The outstanding balance of the note is $0.00. On November 25, 2013, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to LG Capital Funding, LLC, for the principal amount of $22,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note is to be discounted by 10% with a $1,500 deduction for legal expense for a net total payout of $18,500. The Note, together with accrued interest at the annual rate of eight (8%), is due on November 25, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 58% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, LG Capital Funding converted the full $22,000 of the debt plus $1,203 of interest into 200,028,340 shares of the Companys common stock. The balance remaining on this note is now $0.00. On December 3, 2013, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to JMJ Financial, for the principal amount of $20,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note has a deduction for legal expense for a net total payout of $14,900. The Note, together with accrued interest at the annual rate of twelve (12%), is due on June 3, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 60% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, JMJ Financial converted this debt plus $10.67 of interest into 185,106,700 shares of the Companys common stock. The balance remaining on this note is $0.00. On January 7, 2014, Pleasant Kids, Inc (Formerly NYBD Holdings, Inc.) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $26,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight (8%), is due on July 7, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014 Asher Enterprises converted this debt along with $1,040 of interest into 270,400,000 shares of the Companys common stock. The outstanding balance of the note is $0.00. On January 17, 2014, the Company issued a Convertible Promissory Note to Redwood Management, LLC, Inc. in the principal amount of $125,000 pursuant to the terms of an assignment and assumption agreement and Securities Purchase Agreement dated November 29, 2013 between John Bianco and Redwood Management, LLC. The assignment and assumption agreement was based on a $125,000 note written by Haim Yeffet for the benefit of John Bianco at the time of the reverse merger with our previous parent company League Now Holdings, Inc. Based upon non-payment, a motion for default judgment was awarded to Mr. Bianco in November, 2013 by an Ohio court. The Ohio court did not have jurisdiction over this matter based on the fact that the note stated that the State of Florida had jurisdiction and venue for purposes of enforcement. The Company did not recognize this liability at this time based on legal advice that the judgment could not be enforced. However, management was aware that this problem would not go away and proactively negotiated a settlement that culminated in the Securities Purchase Agreement with Redwood Management, LLC concluded in January, 2014. Mr. Bianco received a $50,000 settlement and Redwood Management LLC holds a convertible note in the amount of $125,000that is convertible into the Company's common stock commencing immediately at a conversion price equal to 50% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Convertible Promissory Note also accrues interest at a rate of 10% per annum and is due on May 29, 2014. During the fiscal year ended September 30, 2014 Redwood Management, LLC converted this debt along with $12,500 of interest into 709,006,166 shares of the Companys common stock. The outstanding balance of the note is $0.00. On January 17, 2014, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to Redwood Management, LLC, Inc. in the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of ten (10%), is due on July 17, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 50% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. During the fiscal year ended September 30, 2014 Redwood Management, LLC converted this debt along with $5,000 of interest into 209,134,468 shares of the Companys common stock. The outstanding balance of the note is $0.00. On February 20, 2014, Pleasant Kids, Inc (Formerly NYBD Holdings, Inc.) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $32,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight (8%), is due on August 20, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, Asher Enterprises converted this debt along with $1,300 of interest into 140,833,333 shares of the Companys common stock. The outstanding balance of the note is $0.00. On March 7, 2014, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to LG Capital Funding, LLC, for the principal amount of $26,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note has a deduction for legal expense for a net total payout of $24,000. The Note, together with accrued interest at the annual rate of ten (10%), is due on March 5, 2015. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 55% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, LG Capital converted this debt along with $315 of interest into 216,379,152 shares of the Companys common stock. The outstanding balance of the note is $0.00. On May 8, 2014, Pleasant Kids, Inc (Formerly NYBD Holdings, Inc.) sold and issued a Convertible Promissory Note to KBM WORLDWIDE, Inc. in the principal amount of $53,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight (8%), is due on November 8, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. As of the year ended September 30, 2014, the balance on the note is $53,000. The Company recorded $1,684.38 of accrued interest pursuant to this convertible note. On May 27, 2014, Pleasant Kids, Inc. (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to LG Capital Funding, LLC, for the principal amount of $22,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of ten (10%), is due on May 25, 2015. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 55% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the fiscal year ended September 30, 2014, LG Capital converted this debt along with $1,239 of interest into 268,702,392 shares of the Companys common stock. The outstanding balance of the note is $0.00. On July 3, 2014, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to LG Capital Funding, LLC, for the principal amount of $52,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note has a deduction for legal expense for a net total payout of $50,000. The Note, together with accrued interest at the annual rate of ten (10%), is due on May 25, 2015. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 55% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. As of the year ended September 30, 2014, the balance on the note is $52,500. The Company recorded $1,280.14 of accrued interest pursuant to this convertible note. On August 4, 2014, Pleasant Kids, Inc. (Formerly NYBD Holdings, Inc.) sold and issued a Convertible Promissory Note to KBM WORLDWIDE, Inc. in the principal amount of $27,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight (8%), is due on February 4, 2014. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. As of the year ended September 30, 2014, the balance on the note is $27,500. The Company recorded $268.50 of accrued interest pursuant to this convertible note. On September 3, 2014, Pleasant Kids, Inc (Formerly NYBD Holding, Inc.) sold and issued a Convertible Promissory Note to LG Capital Funding, LLC, for the principal amount of $26,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note has a deduction for legal expense for a net total payout of $25,000. The Note, together with accrued interest at the annual rate of ten (10%), is due on May 25, 2015. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 55% of the lowest closing bid price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. As of the year ended September 30, 2014, the balance on the note is $26,500. The Company recorded $89 of accrued interest pursuant to this convertible note. As of the fiscal year ended September 30, 2014 the Company has a shareholder loan balance of $106,627 from two officers of the Company. Robert Rico is the CEO and his portion of the total due is $90,883. Calvin Lewis is the Vice President and the amount due to him is $15,744. The two notes are 50% convertible notes and are part of the convertible note balance. As of September 30, 2013, the Company has two convertible notes due to KBM WORLDWIDE, INC and two convertible notes due LG Capital Funding, LLC for a total amount due of $159,500. The balance of all of the notes net of debt discount are $223,925. Accrued Interest As of the year ended September 30, 2014, the Company has accrued interest balance of $745. As of September 30, 2013, the Company had an accrued interest balance of $9,366 pertaining to the outstanding convertible notes. Derivative Liability The embedded conversion features of the above convertible notes payable contain discounted conversion price and should be recognized as a derivative instrument. Such embedded conversion features should be bifurcated and accounted for at fair value. As of the year ended September 30, 2014, the Company has a derivative liability balance of $1,114,697. As of September 30, 2013, the Company had a derivative liability of $645,418 pertaining to the outstanding convertible notes. The Company uses the Black Scholes Model to calculate derivate liability. A summary of the changes in derivative liabilities balance as at September 30, 2014 is as follows: Fair Value of Embedded Derivative Liabilities: September 30, 2013 $ 645,418 Addition 281,256 Settlement (457,393) Changes in fair value of derivative liabilities 645,416 As at September 30, 2014 $ 1,114,697 We calculated the derivative liability using the Black Scholes Model which factors in the Companys stock price volatility as well as the convertible terms applicable to the outstanding convertible notes. The following is the range of variables used in revaluing the derivative liabilities at September 30, 2014 and 2013: September 30, 2014 September 30, 2013 Annual dividend yield 0 0 Expected life (years) of 0.01 .90 0.01 .85 Risk-free interest rate 10 % 10 % Expected volatility 465.6 % 350.4 % |
NOTE 6 - ACCRUED SALARY
NOTE 6 - ACCRUED SALARY | 12 Months Ended |
Sep. 30, 2014 | |
Note 6 - Accrued Salary Details Narrative | |
NOTE 6 - ACCRUED SALARY | NOTE 6 ACCRUED SALARY (as Restated) On October 1, 2013, the Company entered into Employment Contracts with Robert Rico, President/CEO and Calvin Lewis, Vice President. The contracts each have a term of 5 years with a base salary plus a bonus of 2% of sales annually. The annual base salaries are as follows: Robert Rico $ 175,000 Calvin Lewis $ 150,000 The Company also has a consulting agreement with Kenneth C. Wiedrich. Mr. Wiedrich is to be paid $2,000 per month to provide accounting services, and part time CFO duties. As of the year ended September 30, 2014 and 2013, the Company has unpaid salaries to the officers of the Company of $224,140 and $37,500 broken down as follows: September 30, September 30, 2013 Robert Rico $ 99697 $ 14,583 Calvin Lewis 75418 12,500 Franjose Yglesias-Bertheau 45,025 10,417 Kenneth Wiedrich 4,000 Total $ 224,140 $ 37,500 |
NOTE 7 - SHAREHOLDER CONVERTIBL
NOTE 7 - SHAREHOLDER CONVERTIBLE NOTE | 12 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | |
NOTE 7 - SHAREHOLDER CONVERTIBLE NOTE | NOTE 7 SHAREHOLDER CONVERTIBLE NOTE As of the fiscal year ended September 30, 2014 the Company has a shareholder convertible note balance of $106,627 from two officers of the Company. Robert Rico is the CEO and his portion of the total due is $90,883. Calvin Lewis is the Vice President and the amount due to him is $15,744. As of September 30, 2013 the total amount of the shareholder loans was $119,095 with the total due to Robert Rico being $97,893 and the amount due to Calvin Lewis being $21,202. The loans are 50% convertible notes (see note5) and as such are part of convertible debentures..No conversions have been made on these notes since they have been issued. |
NOTE 8 - RELATED PARTY TRANSACT
NOTE 8 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
NOTE 8 - RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS (as Restated) Employment agreements with officers On October 1, 2013, the Company entered into Employment Contracts with Robert Rico, President/CEO and Calvin Lewis, Vice President. The contracts each have a term of 5 years with a base salary plus a bonus of 2% of sales annually. The annual base salaries for Robert Rico is $175,000 and Calvin Lewis is $150,000. Convertible notes issued to shareholders As of the fiscal year ended September 30, 2014 the Company has a convertible note balance of $106,627 from two officers of the Company. Robert Rico is the CEO and his portion of the total loan due of $106,627 is $90,883. Calvin Lewis is the Vice President and the amount due to him is $15,744 of the total loan of $106,627. As of September 30, 2013 the total amount of the shareholder loans was $119,095. The breakdown of the total balance due on September 30, 2013, of $119,095 was $97,893 due Robert Rico and $21,202 due to Calvin Lewis. Again these two notes are part of the convertible debentures. Free office space from its Chief Executive Officer The Company has been provided office space by its chief executive officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements. |
NOTE 9 - CONTINGENCY FOR LEGAL
NOTE 9 - CONTINGENCY FOR LEGAL SETTLEMENT | 12 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | |
NOTE 9 - CONTINGENCY FOR LEGAL SETTLEMENT | NOTE 9 CONTINGENCY FOR LEGAL SETTLEMENT As noted in Item 3 Legal Proceedings: Franjose Yglesias-Bertheau brought a suit for unpaid salary during the fiscal year ended September 30, 2014. The lawsuit was based on the five-year contract that Mr. Yglesias-Bertheau had with the Company and based on the Company not answering the suit brought by Mr. Ylgesias- Bertheau. As a result, Mr. Ylgesias-Bertheau was awarded a $622,968 judgment. Due to the frivolous nature of the claim the $622,968 judgment was reversed. The Company reached a settlement with Mr. Yglesias-Bertheau and still owes $45,025 on that settlement. Because the Company did not have the funds to immediately settle the claim there is a slight possibility that the settlement amount might be increased but it is highly unlikely. The Company believes that the amount accrued for salaries for Mr. Ylgesias-Bertheau will be adequate to settle the claim even if payment is drawn out. |
NOTE 10 - STOCKHOLDERS' EQUITY
NOTE 10 - STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
NOTE 10 - STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS EQUITY Preferred Stock At the time of incorporation, the Company was authorized to issue 10,000,000 shares of preferred stock with a par value of $.001. On April 1, 2013, the Company amended its corporate articles of incorporation to designate 10,000,000 preferred shares as Series A Preferred Stock. These Series A Preferred Shares shall for a period of 48 months from the date of issuance, be convertible in aggregate into that number of fully paid and non-assessable shares of the common stock of the Corporation, equal to seventy-five percent (75%) of the post conversion issued and outstanding common stock of the Corporation on the date of conversion. As disclosed in Note 10, on January 8, 2014 the Company drafted a second amendment to replace the first amendment to its corporate articles of incorporation section E (Designation of Series A Preferred Stock). Holders of Series A Preferred Stock shall be entitled to 25 votes per 1 vote of common stock, voting together with the holders of common stock. Holders of Series A Preferred Stock will also be entitled to convert 1 share of Series A Preferred Stock into 25 shares of common stock at any time. On May 8, 2013, the Company issued 100,000 shares of Preferred Stock, Series A to Haim Yeffet for services rendered. As part of the merger with Pleasant Kids, Inc., these shares were returned to the Company. As part of the share exchange agreement between NYBD Holding, Inc and Pleasant Kids, Inc., 10,000,000 shares of Series A Preferred Stock were issued to the principals of Pleasant Kids, Inc. During the fiscal year ended September 30, 2014, the Calvin Lewis converted 840,000 shares of preferred Series A for 21,000,000 of common stock and Robert Rico converted 840,000 shares of preferred Series A for 21,000,000 of common stock. As of September 30, 2014, the remaining balance of preferred Series A is 8,320,000 shares. Common Stock On May 10, 2013, the Company amended its articles of incorporation with the state of Florida to increase its authorized shares of common stock from 250,000,000 to 750,000,000. The stock has a par value of $.001. During the fiscal year ended September 30, 2014, the Company increased the authorized number of Common shares four times: On January 14, 2014 the Company increased the authorized from 750,000,000 to 1,500,000,000 shares of common stock; on March 31, 2014, the Company increased the authorized from 1,500,000,000 common stock to 2,500,000,000 shares of common; on May 16, 2014, the Company increased the authorized from 2,500,000,000 common stock to 4,000,000 shares of common stock; and on September 9, 2014, the Company increased the authorized from 4,000,000 shares of common to 10,000,000,000 shares of common. From April 2013 to June 2013, the Company issued 30,207,226 common shares to Asher Enterprises, Inc. for the conversion and reduction of $76,100 in convertible debt and $2,120 in accrued interest. In July 2013, the Company issued 3,553,571 common shares to Asher Enterprises, Inc. for the conversion and reduction of $4,200 in convertible debt. Pursuant to the share exchange agreement on September 20, 2013, the controlling stockholder of Pleasant Kids sold all 1,000 issued and outstanding shares of common stock of Pleasant Kids, Inc. to NYBD Holding, Inc. in consideration for the issuance of 1,000 common shares and 10,000,000 Series A Preferred shares of NYBD Holding, Inc. The share exchange was accounted for as a reverse merger whereby the stock history presented in the Statement of Stockholders Equity will only show the stock history of the new operating company, Pleasant Kids, Inc., at the time of and just prior to the recapitalization. During the fiscal year ended September, 2013, the Company issued 13,000,000 for services rendered. The Company has recognized an expense of $72,800 for these services but the services were never rendered. The Company has cancelled this agreement and is in the process of getting the shares back. During the fiscal year ended September 30, 2013, the Company issued 3,500,000 shares for assuming a portion of the debt that NYBD Holding, Inc. had with John Bianco. During fiscal year ended September 30, 2014, the Company issued 23,000,000 shares of common stock in payment of a stock payable of $48,300. During the fiscal year ended September 30, 2014, the Company issued 3,176,946,873 common shares for the conversion and reduction of $583,000 in convertible debt and $39,122 of accrued interest. During the fiscal year ended September 30, 2014, the Company issued 150,000,000 shares of common stock for cash of $52,998. During the fiscal year ended September 30, 3014, the Company issued 42,000,000 shares of common stock for the conversion of 1,680,000 shares of Preferred Series A stock. Based on the share exchange agreement, and on the closing date of September 20, 2013, the controlling stockholder of Pleasant Kids, sold all 1,000 issued and outstanding shares of common stock of Pleasant Kids, Inc. to NYBD Holding, Inc. in consideration for the issuance of 1,000 shares of the common shares of NYBD Holding, Inc. And as a result, at the conclusion of the share exchange on September 20, 2013 the additional common stock of NYBD Holding, Inc was added to the historical balances of Pleasant Kids. The share of common stock reported on the Companys books is the exchanged shares of 1,000 plus 74,206,359 for a total number of shares outstanding of 74,207,359. Summary of common stock activity for the last two Years: Outstanding shares December 31, 2012 Balance 53,445,562 April thru June 2013 shares issued for debt 30,207,226 July 2013 shares issued for debt 3,553,571 September 20, 2013 shares issued for share exchange 1,000 September 20, 2013 shares cancelled for share exchange (13,000,000 ) September 30, 2013 Balance 74,207,359 Oct thru Sep 2014 shares issued for services 13,000,000 Oct thru Sep 2014 shares issued for stock payable 23,000,000 Oct thru Sep 2014 shares issued for debt refinancing 3,500,000 Oct thru Sep 2014 shares issued for debt reduction 3,176,946,873 Oct thru Sep 2014 shares issued for cash 150,000,000 Oct thru Sep 2014 shares issued for conversion of preferred stock 42,000,000 September 30, 2014 Balance 3,482,654,232 Stock Payable Pursuant to the share exchange, the Company will issue 1,000 shares of common stock and 10,000,000 shares of Series A Preferred Stock. As of the September 30, 2013, the Company has issued the 10,000,000 Series A Preferred Stock but has not yet issued the 1,000 shares of common stock. Therefore the Company recorded as stock payable of $1. At the time of the share exchange agreement on September 20, 2013, the Company agreed to convert a consulting agreement with JMZ Group into 23,000,000 common shares. The value of these shares at the time of the agreement was $.0021 which resulted in a stock for services expense of $48,300. The services provided by JMZ Group were completed prior to September 20, 2013 yet the shares were not issued. The Company recorded a $48,300 stock payable pertaining to this transaction. During the fiscal year ended September 30, 2014, the JMZ Group received 23,000,000 shares of common stock in full payment of the stock payable. |
NOTE 11 - INCOME TAXES
NOTE 11 - INCOME TAXES | 12 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |
NOTE 11 - INCOME TAXES | 11. INCOME TAXES The provision for income taxes consists of the following for the year ended September 30, 2014 and 2013: Year Ended September 30, 2014 2013 Current: Federal $ 324,105 $ 67,719 Deferred: Federal Increase in valuation allowance (324,105 ) (67,719 ) - Income tax provision $ 0 $ 0 The actual income tax provision differs from the expected tax computed by applying the Federal corporate tax rate of 38% to the loss before income taxes as follows: Year Ended September 30 2014 2013 Expected income tax benefit $ (852,908 ) $ (178,207 ) State tax expense, net of Federal benefit Increase in valuation allowance 852,908 178,207 Other Income tax provision $ .0 $ 0 The tax effects of temporary differences which give rise to significant portions of the deferred taxes are summarized as follows: September 30, 2014 2013 Deferred tax assets: Inventory reserves $ $ Section 263a adjustment Allowances for bad debts and returns Accrued expenses 241,767 70,781 Asset valuation reserve State net operating loss carry forward Other Total deferred tax assets 241,767 70,781 Valuation allowance (241,767) (70,781) 0 0 Deferred income taxes are provided for the temporary differences between the carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax basis. The temporary differences give rise to either a deferred tax asset or liability in the consolidated financial statements, which is computed by applying current statutory tax rates to taxable and deductible temporary differences based upon the classification (i.e. current or non-current) of the asset or liability in the consolidated financial statements which relates to the particular temporary difference. Deferred taxes related to differences which are not attributable to a specific asset or liability are classified in accordance with the future period in which they are expected to reverse and be recognized for income tax purposes. The long-term deferred tax assets are fully valued as of September 30, 2014. |
NOTE 12 - RESTATEMENT
NOTE 12 - RESTATEMENT | 12 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
NOTE 12 - RESTATEMENT | NOTE 12 RESTATEMENT The financial statements for the year ended September 31, 2014 and 2013, have been restated to correct the way in which the Company accounts for derivative liabilities. The derivative liability that was originally recorded for the period ended September 30, 2014 and 2013, was arrived at by using the Black Scholes analysis to measure the embedded conversion features of the open balances only of the convertible notes at the end of the year. By using this accounting method the Companys loss was understated by $1,104,334 for the year ended 2014, and overstated by $974,879 for the period from July 31, 2013 (inception) to September 30, 2013. The accounting method used in the restated financials are based on calculating the fair value of each of the note conversions as well as the ending period values using the Black Scholes analysis. The embedded conversion features of each of the notes is bifurcated and accounted for at fair value. The Company also has written off the inventory recorded at the end of September 30, 2013 and 2014, and also written off accounts receivable against sales for 2014 and recorded officer compensation for 2013 that was not originally recorded. As a result of these changes, the Company has recorded adjustments to the Companys financial statements for the period. The following statements reflect the adjustments and the restated values: PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED BALANCE SHEETS September 30, 2014 ASSETS Previously Reported Adjustments As Restated Current Assets Cash $ 8,799 $ - $ 8,799 Inventory 39,560 (39,560) - Accounts receivable, net 899 - 899 Total Current Assets 49,258 (39,560) 9,698 Fixed Assets Property, plant and equipment, net 3,577 - 3,577 Total Fixed Assets 3,577 - 3,577 Total Assets $ 52,835 $ (39,560) $ 13,275 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accrued expense 16,882 (1) 16,881 Accrued interest 3,402 (2,657) 745 Accrued salary 186,641 37,500 224,141 Loan payable 13,260 - 13,260 Shareholder loan 106,627 (106,627) - Convertible notes payable, net of debt discount 159,500 64,425 223,925 Derivative liability 1,057,005 57,692 1,114,697 Total Current Liabilities 1,543,317 50,332 1,593,649 Total Liabilities 1,543,317 50,332 1,593,649 Stockholders' Deficit Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value, 8,320,000 issued and outstanding as of September 30, 2014 8,320 - 8,320 Common stock, authorized 10,000,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 3,482,654 - 3,482,654 Additional paid in capital (2,859,333) 91,295 (2,768,038) Accumulated deficit (2,122,123) (181,187) (2,303,310) Total Stockholders' Deficit (1,490,482) (89,892) (1,580,374) Total Liabilities and Stockholders' Deficit $ 52,835 $ (39,560) $ 13,275 PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED STATEMENTS OF OPERATIONS SEPTEMBER 30, 2014 Previously Reported Adjustments As Restated Revenues $ 5,246 $ - $ 5,246 Cost of Revenues 10,164 (5,776) 4,388 Gross Profit (4,918) 5,776 858 Operating Expenses: Consulting fees 65,175 - 65,175 Professional services 115,228 - 115,228 Officer compensation 385,962 - 385,962 General and administrative expense 132,691 (11,903) 120,788 Total Operating Expenses 699,056 (11,903) 687,153 Loss from continuing operations (703,974) 17,679 (686,295) Other Income (Expense): Interest expense (32,204) (27,726) (59,930) Loss on assumption of debt (75,000) - (75,000) Loss on inventory adjustment - (41,683) (41,683) Change in fair value of embedded derivative liability - (363,514) (363,514) Derivative expense 237,428 (740,820) (503,392) Total other income (expenses) 130,224 (1,173,743) (1,043,519) Net loss before income taxes (573,750) (1,156,064) (1,729,814) Income taxes - - - Net Loss $ (573,750) $ (1,156,064) $ (1,729,814) PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED STATEMENTS OF CASH FLOWS SEPTEMBER 30, 2014 Previously Reported Adjustments As Restated Cash Flows from Operating Activities: Net Loss $ (573,750) $ (1,156,064) $ (1,729,814) Adjustments to reconcile net loss to net cash used in operating activities: Interest expense - 59,930 59,930 Stock issued for services 72,800 - 72,800 Stock issued for debt refinancing 13,650 - 13,650 Loss on assumption of debt 75,000 - 75,000 Fees on convertible notes 7,500 - 7,500 Depreciation and amortization 398 - 398 Change in fair value of derivative liability (237,428) 1,104,322 866,894 Changes in Operating Assets and Liabilities: - (Increase) Decrease in Inventory (24,007) 24,007 - Decrease in prepaid 7,010 - 7,010 (Increase) decrease in accounts receivable (899) - (899) Increase in accrued expenses 261,800 (32,195) 229,605 Net Cash Used by Operating Activities (397,926) - (397,926) Cash Flows from Investing Activities: Purchase of fixed assets (3,975) - (3,975) Net Cash Provided by Investing Activities (3,975) - (3,975) Cash Flows from Financing Activities: Proceeds from loan payable 15,000 - 15,000 Stock sold for cash 52,998 - 52,998 Proceeds from Convertible notes 350,511 - 350,511 Proceeds from/(payments to) notes payable-related parties (12,468) 1 (12,467) Net Cash Provided by Financing Activities 406,041 1 406,042 Net Increase (Decrease) in Cash 4,140 1 4,141 Cash at Beginning of Period 4,659 - 4,658 Cash at End of Period $ 8,799 $ 1 $ 8,799 PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED BALANCE SHEETS September 30, 2013 ASSETS Previously Reported Adjustments As Restated Current Assets Cash $ 4,659 $ (1) $ 4,658 Inventory 15,553 (15,553) - Prepaid expense 7,010 - 7,010 Total Current Assets 27,222 (15,554) 11,668 Total Assets $ 27,222 $ (15,554) $ 11,668 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accrued expense 23,915 - 23,915 Accrued interest 8,587 779 9,366 Accrued salary - 37,500 37,500 Shareholder loan 119,095 (119,095) - Convertible notes payable, net of debt discount 259,500 (131,036) 128,464 Derivative liability 1,423,998 (778,580) 645,418 Total Current Liabilities 1,835,095 (990,432) 844,663 Total Liabilities $ 1,835,095 $ (990,432) $ 844,663 Stockholders' Deficit Common stock payable 48301 (1) 48300 Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 10,000 - 10,000 Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 74,206 - 74,206 Additional paid in capital (392,007) - (392,007) Accumulated deficit (1,548,373) 974,879 (573,494) Total Stockholders' Deficit (1,807,873) 974,878 (832,995) Total Liabilities and Stockholders' Deficit $ 27,222 $ (15,554) $ 11,668 PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED STATEMENTS OF OPERATIONS SEPTEMBER 30, 2013 Previously Reported Adjustments As Restated Revenues $ - $ - $ - Cost of Revenues - - - Gross Profit - - - Operating Expenses: Professional services 28,586 - 28,586 Officer compensation - 37,500 37,500 General and administrative expense 87,264 - 87,264 Total Operating Expenses 115,850 37,500 153,350 Loss from continuing operations (115,850) (37,500) (153,350) Other Income (Expense): Interest expense (8,587) (779) (9,366) Other income 62 - 62 Loss on inventory adjustment - (15,553) (15,553) Change in fair value of embedded derivative liability - (114,191) (114,191) Derivative expense (1,423,998) 1,142,902 (281,096) Total other income (expenses) (1,432,523) 1,012,379 (420,144) Net loss before income taxes (1,548,373) 974,879 (573,494) Income taxes - - - Net Loss $ (1,548,373) $ 974,879 $ (573,494) |
NOTE 13 - SUBSEQUENT EVENT
NOTE 13 - SUBSEQUENT EVENT | 12 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
NOTE 13 - SUBSEQUENT EVENT | NOTE 13 SUBSEQUENT EVENT Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist through the date of this filing. In November through December of 2014, KBM WORLDWIDE, Inc. converted the note dated May 8, 2014 in the amount of $53,000 along with interest of $2,120 into 1,102,400,000 shares of restricted common stock. Subsequent to the year ending September 30, 2014 the Company reduced the authorized Common stock to from 10,000,000,000 to 5,000,000,000. Subsequent to the year ending September 30, 2014 the Company authorized a BUYBACK program wherein the Company will buyback common stock of the Company using 10% of revenues from January 1, 2015 to December 31, 2015. In October, 2015, through November 2015, the Company issued convertible debenture to several groups in the total amount of $429,000 On November 9, 2015 the Company entered into a consulting agreement with three individuals wherin the Company issued 7,000,002 post reverse shares valued at $856,000. In October and November of 2015, two different groups converted the notes in the amount of $155,450 along with interest of $4,711 into 9,350,719 post reverse shares of common stock. During October, November and December the Company has loaned an additional $288,149 to Next Group bringing the total amount Due from Next Group to $384,060. On December 28, 2015, the Company issued 177,539,180 shares of restricted common stock, and 8,600,000 shares of the Companys Series B preferred stock for 100% of Next Group Holdings, Inc. As a result of the agreement, Next Group Holdings, Inc. will become a wholly owned subsidiary of the Company. On December 28, 2015, Robert Rico resigned as Chief Executive Officer and Director, Calvin Lewis resigned as President and Director, and Kenneth Wiedrich resigned as Director. Arik Maimon was appointed President, Chief Executive Officer, and Director of the Company. |
NOTE 3 - SUMMARY OF SIGNIFICA20
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of accounting policies for Pleasant Kids, Inc is presented to assist in understanding the Companys financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting) and have been consistently applied in the preparation of the financial statements. |
Fiscal Year End | Fiscal Year End Th Compan ha adop e September 30 sca yea end |
Use of Estimates and Assumptions | Us e o Es ma e an Assump on Th p epa a o o nanc a a emen con o m w accoun n p nc p e gene a accep e h Un ed S a e equ e managemen mak e ma e an a ump on ha a ec h epo e amoun an ab e an d sc o u o con ngen a e an ab e as of h da o h nanc a s a emen Ac ua e u cou d e o ho e ma e |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
Revenue recognition | Revenue recognition The Company presently derives its revenue from the sale of Bagel and deli products in its South Florida restaurants. The Company will recognize revenue at point of sale or when p oduc a u de ve e o e v ce hav bee p ov de an co ec o ea onab a u ed |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. |
Inventory | Inventory At September 30, 2014, the Companys inventory consists entirely of raw materials. The inventory has little or no value and so the Company elected to write it off. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, |
Off-Balance Sheet Arrangements | Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. |
Emerging Growth Company | Emerging Growth Company We qualify as an emerging growth company under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of certain of the Companys financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, Fair Value Measurements and Disclosure defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Companys credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1 : Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values its available for sale securities using Level 1. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Carrying Value Fair Value Measurements at As of September 30, 2014 September 30, Using Fair Value Hierarchy 2014 Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities $ 1,114,649 $ - $ - $ 1,114,697 Total $ 1,114,697 $ - $ - $ 1,114,697 |
Income Taxes | I ncom Taxe I ncom axe a accoun e o unde h a e an ab me hod De e e a a e an ab e a ecogn ze o h e ma e u u a con equence a bu ab d e ence be wee h nanc a a emen ca y n amoun o ex s n ass an ab e an he e pec v a ba e an ope a n o an a c ed ca o wa d De e e a a e an ab e a mea u e u n enac e a a e e ec o h yea wh c ho empo a d e ence a expec e b ec ve e o se ed Us o ne ope a n os ca o wa d o ncom a pu pose ma be m e b n e na Revenu Cod sec o 38 chang o owne sh occu s |
Basic Income (Loss) Per Share | Ba sic I ncom Lo Pe Sha Ba ncom o pe ha ca cu a e b d v d n h Company ne o app cab commo ha eho de b h we gh e ave ag numbe o commo ha e du n h pe od D u e ea n ng pe ha ca cu a e b d v d n h Company ne nco m ava ab commo sha eho de b h d u e we gh e ave ag numbe o sha es ou s and n du n h yea Th d u e we gh e ave ag numbe o sha e ou s and n h bas we gh e numbe o sha e ad us e o an po en a d u v deb o equ y At September 30, 2013, the Company has three convertible notes outstanding totaling $259,500 which if converted would result in 235,480,944 new dilutive common shares. At September 30, 2013, the Company also has 10,000,000 Series A Preferred Shares that can be converted into 250,000,000 common shares at any time at the discretion of the holder. Combined, there are approximately 485,480,944 potentially dilutive shares outstanding as of September 30, 2013. |
Dividends | D i v dend Th Compan ha no adop e an po c ega d n paymen o d v dend N d v dend hav bee pa du n an o h pe od hown |
Advertising Costs | Adve rtisi n C o Th Co m pany po c ega d n adve s n expens adve s n whe ncu ed |
Stock-Based Payments | S t ock-Ba e Payments. The Company plans to calculate share-based payments to third parties for consulting work based on the intrinsic value of the instrument as determined by market price of the stock at the time of issuance and recognize the expense based on this value. Although we believe our assumptions used to calculate share-based payments expense are reasonable, these assumptions can involve judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes in timing could significantly impact the amount of expense recorded in a given period. |
New Authoritative Accounting Guidance | Ne w Au ho a v Accoun Gu i danc The following accounting standards were issued as of December 26, 2011: ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements. This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements ASU 2011-04, Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 3 - SUMMARY OF SIGNIFICA21
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2014 | |
Note 3 - Summary Of Significant Accounting Policies Tables | |
Fair Value Measurements | Carrying Value Fair Value Measurements at As of September 30, 2014 September 30, Using Fair Value Hierarchy 2014 Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities $ 1,114,649 $ - $ - $ 1,114,697 Total $ 1,114,697 $ - $ - $ 1,114,697 |
NOTE 5 - NOTES PAYABLE (Tables)
NOTE 5 - NOTES PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2014 | |
Note 5 - Notes Payable Tables | |
Fair Value of Embedded Derivative Liabilities: | Fair Value of Embedded Derivative Liabilities: September 30, 2013 $ 645,418 Addition 281,256 Settlement (457,393) Changes in fair value of derivative liabilities 645,416 As at September 30, 2014 $ 1,114,697 |
Variable Debentures Black-Scholes valuation assumptions | September 30, 2014 September 30, 2013 Annual dividend yield 0 0 Expected life (years) of 0.01 .90 0.01 .85 Risk-free interest rate 10 % 10 % Expected volatility 465.6 % 350.4 % |
NOTE 6 - ACCRUED SALARY (Tables
NOTE 6 - ACCRUED SALARY (Tables) | 12 Months Ended |
Sep. 30, 2014 | |
Note 6 - Accrued Salary Details Narrative | |
Unpaid Salaries Due to Officers | September 30, September 30, 2013 Robert Rico $ 99697 $ 14,583 Calvin Lewis 75418 12,500 Franjose Yglesias-Bertheau 45,025 10,417 Kenneth Wiedrich 4,000 Total $ 224,140 $ 37,500 |
NOTE 10 - STOCKHOLDERS' EQUITY
NOTE 10 - STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Sep. 29, 2014 | |
Equity [Abstract] | |
Summary of common stock activity | Summary of common stock activity for the last two Years: Outstanding shares December 31, 2012 Balance 53,445,562 April thru June 2013 shares issued for debt 30,207,226 July 2013 shares issued for debt 3,553,571 September 20, 2013 shares issued for share exchange 1,000 September 20, 2013 shares cancelled for share exchange (13,000,000 ) September 30, 2013 Balance 74,207,359 Oct thru Sep 2014 shares issued for services 13,000,000 Oct thru Sep 2014 shares issued for stock payable 23,000,000 Oct thru Sep 2014 shares issued for debt refinancing 3,500,000 Oct thru Sep 2014 shares issued for debt reduction 3,176,946,873 Oct thru Sep 2014 shares issued for cash 150,000,000 Oct thru Sep 2014 shares issued for conversion of preferred stock 42,000,000 September 30, 2014 Balance 3,482,654,232 |
NOTE 11 - INCOME TAXES (Tables)
NOTE 11 - INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Year Ended September 30, 2014 2013 Current: Federal $ 324,105 $ 67,719 Deferred: Federal Increase in valuation allowance (324,105 ) (67,719 ) - Income tax provision $ 0 $ 0 |
Federal tax rate | Year Ended September 30 2014 2013 Expected income tax benefit $ (852,908 ) $ (178,207 ) State tax expense, net of Federal benefit Increase in valuation allowance 852,908 178,207 Other Income tax provision $ .0 $ 0 |
Valuation Allowance | September 30, 2014 2013 Deferred tax assets: Inventory reserves $ $ Section 263a adjustment Allowances for bad debts and returns Accrued expenses 241,767 70,781 Asset valuation reserve State net operating loss carry forward Other Total deferred tax assets 241,767 70,781 Valuation allowance (241,767) (70,781) 0 0 |
NOTE 12 - RESTATEMENT (Tables)
NOTE 12 - RESTATEMENT (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Equity [Abstract] | ||
Restated Balance Sheets | NYBD HOLDINGS, INC. RESTATED BALANCE SHEETS SEPTEMBER 30, 2013 ASSETS Previously Reported Adjustments As Restated Current Assets Cash $ 4,659 $ (1) $ 4,658 Inventory 15,553 (15,553) - Prepaid expense 7,010 - 7,010 Total Current Assets 27,222 (15,554) 11,668 Total Assets $ 27,222 $ (15,554) $ 11,668 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accrued expense 23,915 - 23,915 Accrued interest 8,587 779 9,366 Accrued salary - 37,500 37,500 Shareholder loan 119,095 (119,095) - Convertible notes payable, net of debt discount 259,500 (131,036) 128,464 Derivative liability 1,423,998 (778,580) 645,418 Total Current Liabilities 1,835,095 (990,432) 844,663 Total Liabilities $ 1,835,095 $ (990,432) $ 844,663 Stockholders' Deficit Common stock payable 48301 (1) 48300 Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 10,000 - 10,000 Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 74,206 - 74,206 Additional paid in capital (392,007) - (392,007) Accumulated deficit (1,548,373) 974,879 (573,494) Total Stockholders' Deficit (1,807,873) 974,878 (832,995) Total Liabilities and Stockholders' Deficit $ 27,222 $ (15,554) $ 11,668 | PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED BALANCE SHEETS September 30, 2014 ASSETS Previously Reported Adjustments As Restated Current Assets Cash $ 8,799 $ - $ 8,799 Inventory 39,560 (39,560) - Accounts receivable, net 899 - 899 Total Current Assets 49,258 (39,560) 9,698 Fixed Assets Property, plant and equipment, net 3,577 - 3,577 Total Fixed Assets 3,577 - 3,577 Total Assets $ 52,835 $ (39,560) $ 13,275 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accrued expense 16,882 (1) 16,881 Accrued interest 3,402 (2,657) 745 Accrued salary 186,641 37,500 224,141 Loan payable 13,260 - 13,260 Shareholder loan 106,627 (106,627) - Convertible notes payable, net of debt discount 159,500 64,425 223,925 Derivative liability 1,057,005 57,692 1,114,697 Total Current Liabilities 1,543,317 50,332 1,593,649 Total Liabilities 1,543,317 50,332 1,593,649 Stockholders' Deficit Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value, 8,320,000 issued and outstanding as of September 30, 2014 8,320 - 8,320 Common stock, authorized 10,000,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 3,482,654 - 3,482,654 Additional paid in capital (2,859,333) 91,295 (2,768,038) Accumulated deficit (2,122,123) (181,187) (2,303,310) Total Stockholders' Deficit (1,490,482) (89,892) (1,580,374) Total Liabilities and Stockholders' Deficit $ 52,835 $ (39,560) $ 13,275 |
Restated Statements of Operations | NYBD HOLDINGS, INC. RESTATED STATEMENTS OF OPERATIONS SEPTEMBER 30, 2013 Previously Reported Adjustments As Restated Revenues $ - $ - $ - Cost of Revenues - - - Gross Profit - - - Operating Expenses: Professional services 28,586 - 28,586 Officer compensation - 37,500 37,500 General and administrative expense 87,264 - 87,264 Total Operating Expenses 115,850 37,500 153,350 Loss from continuing operations (115,850) (37,500) (153,350) Other Income (Expense): Interest expense (8,587) (779) (9,366) Other income 62 - 62 Loss on inventory adjustment - (15,553) (15,553) Change in fair value of embedded derivative liability - (114,191) (114,191) Derivative expense (1,423,998) 1,142,902 (281,096) Total other income (expenses) (1,432,523) 1,012,379 (420,144) Net loss before income taxes (1,548,373) 974,879 (573,494) Income taxes - - - Net Loss $ (1,548,373) $ 974,879 $ (573,494) | PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED STATEMENTS OF OPERATIONS SEPTEMBER 30, 2014 Previously Reported Adjustments As Restated Revenues $ 5,246 $ - $ 5,246 Cost of Revenues 10,164 (5,776) 4,388 Gross Profit (4,918) 5,776 858 Operating Expenses: Consulting fees 65,175 - 65,175 Professional services 115,228 - 115,228 Officer compensation 385,962 - 385,962 General and administrative expense 132,691 (11,903) 120,788 Total Operating Expenses 699,056 (11,903) 687,153 Loss from continuing operations (703,974) 17,679 (686,295) Other Income (Expense): Interest expense (32,204) (27,726) (59,930) Loss on assumption of debt (75,000) - (75,000) Loss on inventory adjustment - (41,683) (41,683) Change in fair value of embedded derivative liability - (363,514) (363,514) Derivative expense 237,428 (740,820) (503,392) Total other income (expenses) 130,224 (1,173,743) (1,043,519) Net loss before income taxes (573,750) (1,156,064) (1,729,814) Income taxes - - - Net Loss $ (573,750) $ (1,156,064) $ (1,729,814) |
Restated Statements Of Cash Flows | NYBD HOLDINGS, INC. RESTATED STATEMENTS OF CASH FLOWS SEPTEMBER 30, 2013 Previously Reported Adjustments As Restated Cash Flows from Operating Activities: Net Loss $ (1,548,373) $ 974,879 $ (573,494) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of deriviative liablility 1,423,998 (1,028,711) 395,287 Changes in Operating Assets and Liabilities: - (Increase) Decrease in Inventory (15,553) 15,553 - Decrease in prepaids (7,010) - (7,010) Increase in accrued expenses 32,502 38,278 70,780 Net Cash Used by Operating Activities (114,436) - (114,437) Cash Flows from Financing Activities: Proceeds from/(payments to) notes payable-related parties 119,095 - 119,095 Net Cash Provided by Financing Activities 119,095 - 119,095 Net Increase (Decrease) in Cash 4,659 - 4,658 Cash at Beginning of Period - - - Cash at End of Period $ 4,659 $ - $ 4,658 | PLEASANT KIDS, INC (Formerly NYBD Holdings, Inc.) RESTATED STATEMENTS OF CASH FLOWS SEPTEMBER 30, 2014 Previously Reported Adjustments As Restated Cash Flows from Operating Activities: Net Loss $ (573,750) $ (1,156,064) $ (1,729,814) Adjustments to reconcile net loss to net cash used in operating activities: Interest expense - 59,930 59,930 Stock issued for services 72,800 - 72,800 Stock issued for debt refinancing 13,650 - 13,650 Loss on assumption of debt 75,000 - 75,000 Fees on convertible notes 7,500 - 7,500 Depreciation and amortization 398 - 398 Change in fair value of derivative liability (237,428) 1,104,322 866,894 Changes in Operating Assets and Liabilities: - (Increase) Decrease in Inventory (24,007) 24,007 - Decrease in prepaid 7,010 - 7,010 (Increase) decrease in accounts receivable (899) - (899) Increase in accrued expenses 261,800 (32,195) 229,605 Net Cash Used by Operating Activities (397,926) - (397,926) Cash Flows from Investing Activities: Purchase of fixed assets (3,975) - (3,975) Net Cash Provided by Investing Activities (3,975) - (3,975) Cash Flows from Financing Activities: Proceeds from loan payable 15,000 - 15,000 Stock sold for cash 52,998 - 52,998 Proceeds from Convertible notes 350,511 - 350,511 Proceeds from/(payments to) notes payable-related parties (12,468) 1 (12,467) Net Cash Provided by Financing Activities 406,041 1 406,042 Net Increase (Decrease) in Cash 4,140 1 4,141 Cash at Beginning of Period 4,659 - 4,658 Cash at End of Period $ 8,799 $ 1 $ 8,799 |
NOTE 1 - ORGANIZATION AND DES27
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Sep. 20, 2013 | Feb. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2014 |
Convertible notes | $ 223,925 | |||
Acquire Next Group Holdings, Inc. | ||||
Share issued as per share exchange agreement | 28,500,000 | |||
Acquired percentage | 100.00% | |||
Common Stock | ||||
Stock issued on share exchange, Shares | 1,000 | |||
Asher Enterprises Inc [Member] | ||||
Convertible notes | $ 7,500,000 | |||
Share Exchange Agreement | Series A Preferred Stock | Pleasant Kids, Inc | ||||
Stock issued on share exchange, Shares | 10,000,000 | |||
Share Exchange Agreement | Common Stock | Pleasant Kids, Inc | ||||
Stock issued on share exchange, Shares | 1,000 | |||
Share Exchange Agreement | Director [Member] | Series A Preferred Stock | ||||
Stock issued on share exchange, Shares | 2,000,000 | |||
Shares repurchased from director | 100,000 | |||
Share Exchange Agreement | Director [Member] | Common Stock | ||||
Shares repurchased from director | 13,000,000 |
NOTE 3 - SUMMARY OF SIGNIFICA28
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Sep. 30, 2014USD ($) |
Convertible notes payable | $ 223,925 |
Carrying Value | |
Embedded derivative liabilities | 1,114,649 |
Total | 1,114,647 |
Fair Value Level 1 | |
Embedded derivative liabilities | 0 |
Total | 0 |
Fair Value Level 2 | |
Embedded derivative liabilities | 0 |
Total | 0 |
Fair Value Level 3 | |
Embedded derivative liabilities | 1,114,647 |
Total | $ 1,114,647 |
NOTE 3 - SUMMARY OF SIGNIFICA29
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Sep. 30, 2014USD ($)shares | |
Convertible notes outstanding | $ | $ 223,925 |
Property and Equipment | Maximum | |
Estimated useful life | 5 years |
Property and Equipment | Minimum | |
Estimated useful life | 3 years |
Four Convertible Notes | |
Antidilutive securities excluded from computation of earnings per share | shares | 1,520,000,000 |
NOTE 5 - NOTES PAYABLE - Fair V
NOTE 5 - NOTES PAYABLE - Fair Value Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Fair Value of Embedded Derivative Liabilities | ||
Line of Credit Facility [Line Items] | ||
Derivative Liabilities, instant | $ 1,114,697 | $ 645,418 |
Addition | ||
Line of Credit Facility [Line Items] | ||
Derivative Liabilities, duration | 281,256 | |
Settlement | ||
Line of Credit Facility [Line Items] | ||
Derivative Liabilities, duration | (457,393) | |
Changes in fair value of derivative liabilities | ||
Line of Credit Facility [Line Items] | ||
Derivative Liabilities, duration | $ 645,416 |
NOTE 5 - NOTES PAYABLE - Valuat
NOTE 5 - NOTES PAYABLE - Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Note 5 - Notes Payable Tables | ||
Annual dividend yield | $ 0 | $ 0 |
Expected life (years) of, Max | 9 months | 10 months |
Expected life (years) of, Min | 0 years | 0 years |
Risk-free interest rate, Max | 10.00% | 10.00% |
Risk-free interest rate, Min | 10.00% | 10.00% |
Expected volatility, Max | 465.60% | 350.40% |
Expected volatility, Min | 465.60% | 350.40% |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 18, 2013 | May. 09, 2013 | Mar. 19, 2013 | Nov. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 |
Line of Credit Facility [Line Items] | |||||||
Interest rate of convertible promissory note | 8.00% | ||||||
Amount due to Asher Enterprises for the last two notes | $ 259,500 | ||||||
Amount due to KBM Worldwide and LG | 159,500 | ||||||
Debt conversion converted instrument shares issued | 9,350,719 | 1,102,400,000 | |||||
Debt conversion original debt amount | $ 155,450 | $ 53,000 | $ 584,751 | $ 584,751 | |||
Convertible Promissory Note to Asher Enterprises Inc - March 19, 2013 | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible promissory note, principal amount | $ 153,500 | ||||||
Interest rate of convertible promissory note | 8.00% | ||||||
Convertible promissory note due date | Dec. 22, 2013 | ||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 58% of the Market Price of the Company's common stock on the date of conversion.Market Price is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. | ||||||
Debt payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to130% to150% (depending on the time period paid) of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||
Convertible Promissory Note to Asher Enterprises Inc - May 9, 2013 | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible promissory note, principal amount | $ 53,000 | ||||||
Interest rate of convertible promissory note | 8.00% | ||||||
Convertible promissory note due date | Feb. 13, 2014 | ||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 58% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. | ||||||
Debt payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to130% to150% (depending on the time period paid)of the then outstanding principal amount of the Note, including accrued and unpaid interst due on the prepayment date. | ||||||
Convertible Promissory Note to Asher Enterprises Inc - July 17, 2013 | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible promissory note, principal amount | $ 53,000 | ||||||
Interest rate of convertible promissory note | 8.00% | ||||||
Convertible promissory note due date | Apr. 22, 2014 | ||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 45% of the Market Price of the Company's common stock on the date of conversion. Market Price is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (30) trading days prior to the conversion date. | ||||||
Debt payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. |
NOTE 6 - ACCRUED SALARY (Detail
NOTE 6 - ACCRUED SALARY (Details) - USD ($) | Sep. 30, 2014 | Sep. 30, 2013 |
Note 6 - Accrued Salary Details Narrative | ||
Robert Rico | $ 99,697 | $ 14,583 |
Calvin Lewis | 75,418 | 12,500 |
Franjose Yglesias-Bertheau | 45,025 | 10,417 |
Kenneth Wiedrich | 4,000 | 0 |
Total | $ 224,140 | $ 37,500 |
NOTE 6 - ACCRUED SALARY (Deta34
NOTE 6 - ACCRUED SALARY (Details Narrative) | 12 Months Ended |
Sep. 30, 2014USD ($) | |
Note 6 - Accrued Salary Details Narrative | |
Robert Rico annual salary | $ 175,000 |
Calvin Lewis annual salary | $ 150,000 |
Rico and Lewis employment contract term | 5 years |
Rico and Lewis bonus percent of sales annually | 2.00% |
Wiedrich monthly salary | $ 2,000 |
NOTE 7 - SHAREHOLDER CONVERTI35
NOTE 7 - SHAREHOLDER CONVERTIBLE NOTE (Details Narrative) - USD ($) | Sep. 30, 2014 | Sep. 30, 2013 |
Shareholder loan | $ 106,627 | $ 119,095 |
Interest rate | 8.00% | |
Convertible note issued for a percent of shareholder loan, percent | 50.00% | |
Calvin Lewis | ||
Shareholder loan | 15,744 | $ 21,202 |
Robert Rico | ||
Shareholder loan | $ 90,883 | $ 97,893 |
NOTE 8 - RELATED PARTY TRANSA36
NOTE 8 - RELATED PARTY TRANSACTIONS (Details Narrative) - Two Officers of the Company - USD ($) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||
Shareholder loan balance | $ 106,627 | |
Convertible Duration | 180 days | |
Convertible rate compared to market price, percent | 50.00% |
NOTE 9 - CONTINGENCY FOR LEGA37
NOTE 9 - CONTINGENCY FOR LEGAL SETTLEMENT (Details Narrative) | 12 Months Ended |
Sep. 30, 2014USD ($) | |
Notes to Financial Statements | |
Judgment against company | $ 622,968 |
Judgment against company reversed | 622,968 |
Owed on settlement | $ 45,025 |
NOTE 10 - STOCKHOLDERS' EQUIT38
NOTE 10 - STOCKHOLDERS' EQUITY (Details) - shares | Nov. 10, 2015 | May. 08, 2013 | Jul. 31, 2013 | Nov. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 29, 2014 |
Class of Stock [Line Items] | |||||||||
Shares issued for debt | 9,350,719 | 1,102,400,000 | |||||||
Oct thru Sep 2014 - shares issued for services | 7,000,002 | 100,000 | |||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Balance, shares | 74,207,359 | ||||||||
Shares issued for debt | 3,553,571 | 30,207,226 | 3,176,946,873 | ||||||
September 20, 2013 - shares issued for share exchange | 1,000 | ||||||||
September 20, 2013 - shares cancelled for share exchange | (13,000,000) | ||||||||
Oct thru Sep 2014 - shares issued for services | 13,000,000 | 13,000,000 | |||||||
Oct thru Sep 2014 - shares issued for stock payable | 23,000,000 | ||||||||
Oct thru Sep 2014 - shares issued for debt refinancing | 3,500,000 | ||||||||
Oct thru Sep 2014 - shares issued for debt reduction | 3,176,946,873 | ||||||||
Oct thru Sep 2014 - shares issued for cash | 150,000,000 | ||||||||
Oct thru Sep 2014 - shares issued for conversion of preferred stock | 42,000,000 | ||||||||
Balance, shares | 74,207,359 | 3,482,654,232 | |||||||
Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Balance, shares | 10,000,000 | ||||||||
Shares issued for debt | 0 | ||||||||
Oct thru Sep 2014 - shares issued for services | 0 | ||||||||
Oct thru Sep 2014 - shares issued for conversion of preferred stock | (1,680,000) | ||||||||
Balance, shares | 10,000,000 | 8,320,000 |
NOTE 10 - STOCKHOLDERS' EQUIT39
NOTE 10 - STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Nov. 10, 2015 | May. 08, 2013 | Apr. 01, 2013 | Nov. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 20, 2014 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock shares issued for services rendered | 7,000,002 | 100,000 | ||||||
Preferred stock conversion terms | The Series A Preferred Stock shall for a period of 48 months from the date of issuance, be convertible in aggregate into that number of fully paid and non-assessable shares of the common stock of the Corporation, equal to seventy-five percent (75%) of the post conversion issued and outstanding common stock of the Corporation on the date of conversion. | |||||||
Increase in common stock shares authorized | 750,000,000 | 750,000,000 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||
Debt conversion converted instrument shares issued | 9,350,719 | 1,102,400,000 | ||||||
Debt conversion original debt amount | $ 155,450 | $ 53,000 | $ 584,751 | $ 584,751 | ||||
Debt conversion accrued interest portion | $ 4,711 | $ 2,120 | ||||||
Common stock not yet issued | 23,000,000 | |||||||
Stock payable | $ 48,300 | $ 0 | $ 48,300 | |||||
Pleasant Kids, Inc | Share Exchange Agreement | Stock Payable | ||||||||
Common stock not yet issued | 1,000 | |||||||
Stock payable | $ 1 |
NOTE 11 - INCOME TAXES - Valuat
NOTE 11 - INCOME TAXES - Valuation Allowance (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 67,719 | $ 324,105 |
Deferred: | ||
Increase in valuation allowance | (67,719) | (324,105) |
Income tax provision | $ 0 | $ 0 |
NOTE 11 - INCOME TAXES - Income
NOTE 11 - INCOME TAXES - Income Tax Provision (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
"Expected" income tax benefit | $ (178,207) | $ (852,908) |
Other | 178,207 | 852,908 |
Income tax provision | $ 0 | $ 0 |
NOTE 11 - INCOME TAXES - Federa
NOTE 11 - INCOME TAXES - Federal Rate (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Deferred tax assets: | ||
Inventory reserves | $ 0 | $ 0 |
Section 263a adjustment | 0 | 0 |
Allowances for bad debts and returns | 0 | 0 |
Accrued expenses | 70,781 | 241,767 |
Asset valuation reserve | 0 | 0 |
State net operating loss carry forward | 0 | 0 |
Other | 0 | 0 |
Total deferred tax assets | 70,781 | 241,767 |
Valuation allowance | $ (70,781) | $ (241,767) |
NOTE 12 - RESTATEMENT - Restate
NOTE 12 - RESTATEMENT - Restated Balance Sheets 2014 (Details) - USD ($) | Sep. 30, 2014 | Sep. 20, 2014 | Sep. 30, 2013 | Jul. 14, 2013 |
Current Assets | ||||
Cash | $ 8,799 | $ 4,658 | $ 0 | |
Inventory | 0 | 0 | ||
Total Current Assets | 9,698 | 11,668 | ||
FIXED ASSETS | ||||
Property, plant, and equipment, net of depreciation | 3,577 | 0 | ||
Total Fixed Assets | 3,577 | 0 | ||
TOTAL ASSETS | 13,275 | 11,668 | ||
Current Liabilities | ||||
Accrued expense | 16,882 | 23,915 | ||
Accrued interest | 745 | 9,366 | ||
Accrued salary | 224,140 | 37,500 | ||
Loan payable | 13,260 | 0 | ||
Convertible notes payable, net of debt discount | 223,925 | 128,464 | ||
Derivative liability | 1,114,697 | 645,418 | ||
TOTAL CURRENT LIABILITIES | 1,593,649 | 844,663 | ||
Stockholders' Deficit | ||||
Common stock payable | 0 | $ 48,300 | 48,300 | |
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value 8,320,000 issued and outstanding as of September 30, 2014 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,768,038) | (392,007) | ||
Accumulated deficit | (2,303,310) | (573,494) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,580,374) | (832,996) | 0 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 13,275 | 11,668 | ||
Previously Reported | ||||
Current Assets | ||||
Cash | 8,799 | 4,659 | 0 | |
Inventory | 39,560 | 15,553 | ||
Accounts receivable, net | 899 | |||
Total Current Assets | 49,258 | 27,222 | ||
FIXED ASSETS | ||||
Property, plant, and equipment, net of depreciation | 3,577 | |||
Total Fixed Assets | 3,577 | |||
TOTAL ASSETS | 52,835 | 27,222 | ||
Current Liabilities | ||||
Accrued expense | 16,882 | 23,915 | ||
Accrued interest | 3,402 | 8,587 | ||
Accrued salary | 186,641 | 0 | ||
Loan payable | 13,260 | |||
Shareholder loan | 106,627 | 119,095 | ||
Convertible notes payable, net of debt discount | 159,500 | 259,500 | ||
Derivative liability | 1,057,005 | 1,423,998 | ||
TOTAL CURRENT LIABILITIES | 1,543,317 | 1,835,095 | ||
Total Liabilities | 1,543,317 | 1,835,095 | ||
Stockholders' Deficit | ||||
Common stock payable | 48,301 | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value 8,320,000 issued and outstanding as of September 30, 2014 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,859,333) | (392,007) | ||
Accumulated deficit | (2,122,123) | (1,548,373) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,490,482) | (1,807,873) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 52,835 | 27,222 | ||
Adjustments | ||||
Current Assets | ||||
Cash | 1 | 0 | 0 | |
Inventory | (39,560) | (15,553) | ||
Accounts receivable, net | 0 | |||
Total Current Assets | (39,560) | (15,554) | ||
FIXED ASSETS | ||||
Property, plant, and equipment, net of depreciation | 0 | |||
Total Fixed Assets | 0 | |||
TOTAL ASSETS | (39,560) | (15,554) | ||
Current Liabilities | ||||
Accrued expense | (1) | 0 | ||
Accrued interest | (2,657) | 779 | ||
Accrued salary | 37,500 | 37,500 | ||
Loan payable | 0 | |||
Shareholder loan | (106,627) | (119,095) | ||
Convertible notes payable, net of debt discount | 64,425 | (131,036) | ||
Derivative liability | 57,692 | (778,580) | ||
TOTAL CURRENT LIABILITIES | 50,332 | (990,432) | ||
Total Liabilities | 50,332 | (990,432) | ||
Stockholders' Deficit | ||||
Common stock payable | (1) | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value 8,320,000 issued and outstanding as of September 30, 2014 | 0 | 0 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 | 0 | 0 | ||
Additional paid in capital | 91,295 | 0 | ||
Accumulated deficit | (181,187) | 974,879 | ||
TOTAL STOCKHOLDERS' DEFICIT | (89,892) | 974,878 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | (39,560) | (15,554) | ||
As Restated | ||||
Current Assets | ||||
Cash | 8,799 | 4,658 | $ 0 | |
Inventory | 0 | 0 | ||
Accounts receivable, net | 899 | |||
Total Current Assets | 9,698 | 11,668 | ||
FIXED ASSETS | ||||
Property, plant, and equipment, net of depreciation | 3,577 | |||
Total Fixed Assets | 3,577 | |||
TOTAL ASSETS | 13,275 | 11,668 | ||
Current Liabilities | ||||
Accrued expense | 16,882 | 23,915 | ||
Accrued interest | 745 | 9,366 | ||
Accrued salary | 224,140 | 37,500 | ||
Loan payable | 13,260 | |||
Shareholder loan | 0 | 0 | ||
Convertible notes payable, net of debt discount | 223,925 | 128,464 | ||
Derivative liability | 1,114,697 | 645,418 | ||
TOTAL CURRENT LIABILITIES | 1,593,649 | 844,663 | ||
Total Liabilities | 1,593,649 | 844,663 | ||
Stockholders' Deficit | ||||
Common stock payable | 48,300 | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par value 8,320,000 issued and outstanding as of September 30, 2014 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 3,842,654,232 issued and outstanding as of September 30, 2014 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,768,038) | (392,007) | ||
Accumulated deficit | (2,303,310) | (573,494) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,580,374) | (832,995) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,275 | $ 11,668 |
NOTE 12 - RESTATEMENT - Resta44
NOTE 12 - RESTATEMENT - Restated Statements of Operations 2014 (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Revenues | $ 0 | $ 5,246 |
Cost of Revenues | 15,553 | 46,071 |
Gross Profit | (15,553) | 40,825 |
Operating Expenses: | ||
Consulting fees | 0 | 65,175 |
Professional services | 28,586 | 115,228 |
Officer compensation | 37,500 | 385,962 |
General and administrative expense | 87,264 | 120,788 |
Total Operating Expenses | 153,350 | 687,153 |
(Loss) from continuing operations | (153,350) | (727,978) |
Other Income (Expense): | ||
Interest expense | 0 | 59,930 |
Loss on assumption of debt | 0 | (75,000) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | (281,096) | (503,392) |
Total other (income) and expense | (1,404,591) | (1,001,836) |
Net (loss) before income taxes | (573,494) | (1,729,814) |
Income taxes | 0 | 0 |
Net (Loss) | (573,494) | (1,729,814) |
Previously Reported | ||
Revenues | 0 | 5,246 |
Cost of Revenues | 0 | 10,164 |
Gross Profit | 0 | (4,918) |
Operating Expenses: | ||
Consulting fees | 65,175 | |
Professional services | 28,586 | 115,228 |
Officer compensation | 0 | 385,962 |
General and administrative expense | 87,264 | 132,691 |
Total Operating Expenses | 115,850 | 699,056 |
(Loss) from continuing operations | (115,850) | (703,974) |
Other Income (Expense): | ||
Interest expense | (8,587) | (32,204) |
Loss on assumption of debt | (75,000) | |
Loss on inventory adjustment | 0 | 0 |
Change in fair value of embedded derivative liability | 0 | 0 |
Derivative expense | (1,423,998) | 237,428 |
Total other (income) and expense | (1,432,523) | 130,224 |
Net (loss) before income taxes | (1,548,373) | (573,750) |
Income taxes | 0 | 0 |
Net (Loss) | (1,548,373) | (573,750) |
Adjustments | ||
Revenues | 0 | 0 |
Cost of Revenues | 0 | (5,776) |
Gross Profit | 0 | 5,776 |
Operating Expenses: | ||
Consulting fees | 0 | |
Professional services | 0 | 0 |
Officer compensation | 37,500 | 0 |
General and administrative expense | 0 | (11,903) |
Total Operating Expenses | 37,500 | (11,903) |
(Loss) from continuing operations | (37,500) | 17,679 |
Other Income (Expense): | ||
Interest expense | (779) | (27,726) |
Loss on assumption of debt | 0 | |
Loss on inventory adjustment | (15,553) | (41,683) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | 1,142,902 | (740,820) |
Total other (income) and expense | 1,012,379 | (1,173,743) |
Net (loss) before income taxes | 974,879 | (1,156,064) |
Income taxes | 0 | 0 |
Net (Loss) | 974,879 | (1,156,064) |
As Restated | ||
Revenues | 0 | 5,246 |
Cost of Revenues | 0 | 4,388 |
Gross Profit | 0 | 858 |
Operating Expenses: | ||
Consulting fees | 65,175 | |
Professional services | 28,586 | 115,228 |
Officer compensation | 37,500 | 385,962 |
General and administrative expense | 87,264 | 120,788 |
Total Operating Expenses | 153,350 | 687,153 |
(Loss) from continuing operations | (153,350) | (686,295) |
Other Income (Expense): | ||
Interest expense | (9,366) | 59,930 |
Loss on assumption of debt | (75,000) | |
Loss on inventory adjustment | (15,553) | (41,683) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | (281,096) | (503,392) |
Total other (income) and expense | (420,144) | (1,043,519) |
Net (loss) before income taxes | (573,494) | (1,729,814) |
Income taxes | 0 | 0 |
Net (Loss) | $ (573,494) | $ (1,729,814) |
NOTE 12 - RESTATEMENT - Resta45
NOTE 12 - RESTATEMENT - Restated Statements Of Cash Flows 2014 (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (573,494) | $ (1,729,814) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Interest expense | (9,366) | (59,930) |
Stock issued for services | 0 | 72,800 |
Stock issued for debt refinancing | 0 | 13,650 |
Loss on assumption of debt | 0 | 75,000 |
Fees on convertible notes | 0 | 7,500 |
Depreciation and amortization | 0 | 398 |
Change in fair value of derivative liability | 114,191 | 363,514 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 0 | 0 |
Accounts receivable | 0 | (899) |
Decrease in prepaids | 7,010 | (7,010) |
Increase in accrued expenses | 70,781 | 241,767 |
Net Cash Used by Operating Activities | (512,363) | (397,927) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | 0 | (3,975) |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 0 | (3,975) |
Cash Flows from Financing Activities: | ||
Proceeds from loan payable | 0 | 15,000 |
Stock sold for cash | 0 | 52,998 |
Proceeds from convertible notes payable | 0 | 350,511 |
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,467) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,042 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,658 | 4,141 |
Cash at Beginning of Period | 0 | 4,658 |
Cash at End of Period | 4,658 | 8,799 |
Previously Reported | ||
Cash Flows from Operating Activities: | ||
Net Loss | (1,548,373) | (573,750) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Interest expense | 0 | |
Stock issued for services | 72,800 | |
Stock issued for debt refinancing | 13,650 | |
Loss on assumption of debt | 75,000 | |
Fees on convertible notes | 7,500 | |
Depreciation and amortization | 398 | |
Change in fair value of derivative liability | 1,423,998 | (237,428) |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | (15,553) | (24,007) |
Accounts receivable | (899) | |
Decrease in prepaids | (7,010) | 7,010 |
Increase in accrued expenses | 32,502 | 261,800 |
Net Cash Used by Operating Activities | (114,436) | (397,926) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (3,975) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | (3,975) | |
Cash Flows from Financing Activities: | ||
Proceeds from loan payable | 15,000 | |
Stock sold for cash | 52,998 | |
Proceeds from convertible notes payable | 350,511 | |
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,468) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,041 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,659 | 4,140 |
Cash at Beginning of Period | 0 | 4,659 |
Cash at End of Period | 4,659 | 8,799 |
Adjustments | ||
Cash Flows from Operating Activities: | ||
Net Loss | 974,879 | (1,156,064) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Interest expense | 59,930 | |
Stock issued for services | 0 | |
Stock issued for debt refinancing | 0 | |
Loss on assumption of debt | 0 | |
Fees on convertible notes | 0 | |
Depreciation and amortization | 0 | |
Change in fair value of derivative liability | (1,028,711) | 1,104,322 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 15,553 | 24,007 |
Accounts receivable | 0 | |
Decrease in prepaids | 0 | 0 |
Increase in accrued expenses | 38,278 | (32,195) |
Net Cash Used by Operating Activities | 0 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | 0 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 0 | |
Cash Flows from Financing Activities: | ||
Proceeds from loan payable | 0 | |
Stock sold for cash | 0 | |
Proceeds from convertible notes payable | 0 | |
Proceeds from/(payments to) notes payable-related parties | 0 | 0 |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 0 | 1 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 1 |
Cash at Beginning of Period | 0 | 0 |
Cash at End of Period | 0 | 1 |
As Restated | ||
Cash Flows from Operating Activities: | ||
Net Loss | (573,494) | (1,729,814) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Interest expense | 59,930 | |
Stock issued for services | 72,800 | |
Stock issued for debt refinancing | 13,650 | |
Loss on assumption of debt | 75,000 | |
Fees on convertible notes | 7,500 | |
Depreciation and amortization | 398 | |
Change in fair value of derivative liability | 395,287 | 866,894 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 0 | 0 |
Accounts receivable | (899) | |
Decrease in prepaids | (7,010) | 7,010 |
Increase in accrued expenses | 70,780 | 229,605 |
Net Cash Used by Operating Activities | (114,437) | (397,926) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (3,975) | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | (3,975) | |
Cash Flows from Financing Activities: | ||
Proceeds from loan payable | 15,000 | |
Stock sold for cash | 52,998 | |
Proceeds from convertible notes payable | 350,511 | |
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,467) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,042 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,658 | 4,141 |
Cash at Beginning of Period | 0 | 4,658 |
Cash at End of Period | $ 4,658 | $ 8,799 |
NOTE 12 - RESTATEMENT - Resta46
NOTE 12 - RESTATEMENT - Restated Balance Sheets 2013 (Details) - USD ($) | Sep. 30, 2014 | Sep. 20, 2014 | Sep. 30, 2013 | Jul. 14, 2013 |
Current Assets | ||||
Cash | $ 8,799 | $ 4,658 | $ 0 | |
Inventory | 0 | 0 | ||
Prepaid expense | 0 | 7,010 | ||
Total Current Assets | 9,698 | 11,668 | ||
TOTAL ASSETS | 13,275 | 11,668 | ||
Current Liabilities | ||||
Accrued payable & accrued expense | 16,882 | 23,915 | ||
Accrued interest | 745 | 9,366 | ||
Accrued salary | 224,140 | 37,500 | ||
Convertible notes payable, net of debt discount | 223,925 | 128,464 | ||
Derivative liability | 1,114,697 | 645,418 | ||
TOTAL CURRENT LIABILITIES | 1,593,649 | 844,663 | ||
Stockholders' Deficit | ||||
Common stock payable | 0 | $ 48,300 | 48,300 | |
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,768,038) | (392,007) | ||
Accumulated deficit | (2,303,310) | (573,494) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,580,374) | (832,996) | 0 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 13,275 | 11,668 | ||
Previously Reported | ||||
Current Assets | ||||
Cash | 8,799 | 4,659 | 0 | |
Inventory | 39,560 | 15,553 | ||
Prepaid expense | 7,010 | |||
Total Current Assets | 49,258 | 27,222 | ||
TOTAL ASSETS | 52,835 | 27,222 | ||
Current Liabilities | ||||
Accrued payable & accrued expense | 16,882 | 23,915 | ||
Accrued interest | 3,402 | 8,587 | ||
Accrued salary | 186,641 | 0 | ||
Shareholder loan | 106,627 | 119,095 | ||
Convertible notes payable, net of debt discount | 159,500 | 259,500 | ||
Derivative liability | 1,057,005 | 1,423,998 | ||
TOTAL CURRENT LIABILITIES | 1,543,317 | 1,835,095 | ||
Total Liabilities | 1,543,317 | 1,835,095 | ||
Stockholders' Deficit | ||||
Common stock payable | 48,301 | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,859,333) | (392,007) | ||
Accumulated deficit | (2,122,123) | (1,548,373) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,490,482) | (1,807,873) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 52,835 | 27,222 | ||
Adjustments | ||||
Current Assets | ||||
Cash | 1 | 0 | 0 | |
Inventory | (39,560) | (15,553) | ||
Prepaid expense | 0 | |||
Total Current Assets | (39,560) | (15,554) | ||
TOTAL ASSETS | (39,560) | (15,554) | ||
Current Liabilities | ||||
Accrued payable & accrued expense | (1) | 0 | ||
Accrued interest | (2,657) | 779 | ||
Accrued salary | 37,500 | 37,500 | ||
Shareholder loan | (106,627) | (119,095) | ||
Convertible notes payable, net of debt discount | 64,425 | (131,036) | ||
Derivative liability | 57,692 | (778,580) | ||
TOTAL CURRENT LIABILITIES | 50,332 | (990,432) | ||
Total Liabilities | 50,332 | (990,432) | ||
Stockholders' Deficit | ||||
Common stock payable | (1) | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 | 0 | 0 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 | 0 | 0 | ||
Additional paid in capital | 91,295 | 0 | ||
Accumulated deficit | (181,187) | 974,879 | ||
TOTAL STOCKHOLDERS' DEFICIT | (89,892) | 974,878 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | (39,560) | (15,554) | ||
As Restated | ||||
Current Assets | ||||
Cash | 8,799 | 4,658 | $ 0 | |
Inventory | 0 | 0 | ||
Prepaid expense | 7,010 | |||
Total Current Assets | 9,698 | 11,668 | ||
TOTAL ASSETS | 13,275 | 11,668 | ||
Current Liabilities | ||||
Accrued payable & accrued expense | 16,882 | 23,915 | ||
Accrued interest | 745 | 9,366 | ||
Accrued salary | 224,140 | 37,500 | ||
Shareholder loan | 0 | 0 | ||
Convertible notes payable, net of debt discount | 223,925 | 128,464 | ||
Derivative liability | 1,114,697 | 645,418 | ||
TOTAL CURRENT LIABILITIES | 1,593,649 | 844,663 | ||
Total Liabilities | 1,593,649 | 844,663 | ||
Stockholders' Deficit | ||||
Common stock payable | 48,300 | |||
Preferred stock, authorized 10,000,000 shares, series A, $0.001 par valu10,000,000 issued and outstanding as of September 30, 2013 | 8,320 | 10,000 | ||
Common stock, authorized 750,000,000 shares, $0.001 par value, 74,206,359 issued and outstanding as of September 30, 2013 | 3,482,654 | 74,206 | ||
Additional paid in capital | (2,768,038) | (392,007) | ||
Accumulated deficit | (2,303,310) | (573,494) | ||
TOTAL STOCKHOLDERS' DEFICIT | (1,580,374) | (832,995) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,275 | $ 11,668 |
NOTE 12 - RESTATEMENT - Resta47
NOTE 12 - RESTATEMENT - Restated Statements of Operations 2013 (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Revenues | $ 0 | $ 5,246 |
Cost of Revenues | 15,553 | 46,071 |
Gross Profit | (15,553) | 40,825 |
Operating Expenses: | ||
Professional services | 28,586 | 115,228 |
Officer compensation | 37,500 | 385,962 |
General and administrative expense | 87,264 | 120,788 |
Total Operating Expenses | 153,350 | 687,153 |
(Loss) from continuing operations | (153,350) | (727,978) |
Other Income (Expense): | ||
Interest expense | 0 | 59,930 |
Other income | 62 | 0 |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | (281,096) | (503,392) |
Total other (income) and expense | (1,404,591) | (1,001,836) |
Net (loss) before income taxes | (573,494) | (1,729,814) |
Income taxes | 0 | 0 |
Net (Loss) | (573,494) | (1,729,814) |
Previously Reported | ||
Revenues | 0 | 5,246 |
Cost of Revenues | 0 | 10,164 |
Gross Profit | 0 | (4,918) |
Operating Expenses: | ||
Professional services | 28,586 | 115,228 |
Officer compensation | 0 | 385,962 |
General and administrative expense | 87,264 | 132,691 |
Total Operating Expenses | 115,850 | 699,056 |
(Loss) from continuing operations | (115,850) | (703,974) |
Other Income (Expense): | ||
Interest expense | (8,587) | (32,204) |
Other income | 62 | |
Loss on inventory adjustment | 0 | 0 |
Change in fair value of embedded derivative liability | 0 | 0 |
Derivative expense | (1,423,998) | 237,428 |
Total other (income) and expense | (1,432,523) | 130,224 |
Net (loss) before income taxes | (1,548,373) | (573,750) |
Income taxes | 0 | 0 |
Net (Loss) | (1,548,373) | (573,750) |
Adjustments | ||
Revenues | 0 | 0 |
Cost of Revenues | 0 | (5,776) |
Gross Profit | 0 | 5,776 |
Operating Expenses: | ||
Professional services | 0 | 0 |
Officer compensation | 37,500 | 0 |
General and administrative expense | 0 | (11,903) |
Total Operating Expenses | 37,500 | (11,903) |
(Loss) from continuing operations | (37,500) | 17,679 |
Other Income (Expense): | ||
Interest expense | (779) | (27,726) |
Other income | 0 | |
Loss on inventory adjustment | (15,553) | (41,683) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | 1,142,902 | (740,820) |
Total other (income) and expense | 1,012,379 | (1,173,743) |
Net (loss) before income taxes | 974,879 | (1,156,064) |
Income taxes | 0 | 0 |
Net (Loss) | 974,879 | (1,156,064) |
As Restated | ||
Revenues | 0 | 5,246 |
Cost of Revenues | 0 | 4,388 |
Gross Profit | 0 | 858 |
Operating Expenses: | ||
Professional services | 28,586 | 115,228 |
Officer compensation | 37,500 | 385,962 |
General and administrative expense | 87,264 | 120,788 |
Total Operating Expenses | 153,350 | 687,153 |
(Loss) from continuing operations | (153,350) | (686,295) |
Other Income (Expense): | ||
Interest expense | (9,366) | 59,930 |
Other income | 62 | |
Loss on inventory adjustment | (15,553) | (41,683) |
Change in fair value of embedded derivative liability | (114,191) | (363,514) |
Derivative expense | (281,096) | (503,392) |
Total other (income) and expense | (420,144) | (1,043,519) |
Net (loss) before income taxes | (573,494) | (1,729,814) |
Income taxes | 0 | 0 |
Net (Loss) | $ (573,494) | $ (1,729,814) |
NOTE 12 - RESTATEMENT - Resta48
NOTE 12 - RESTATEMENT - Restated Statements Of Cash Flows 2013 (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (573,494) | $ (1,729,814) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Change in fair value of derivative liability | 114,191 | 363,514 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 0 | 0 |
Decrease in prepaids | 7,010 | (7,010) |
Increase in accrued expenses | 70,781 | 241,767 |
Net Cash Used by Operating Activities | (512,363) | (397,927) |
Cash Flows from Financing Activities: | ||
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,467) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,042 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,658 | 4,141 |
Cash at Beginning of Period | 0 | 4,658 |
Cash at End of Period | 4,658 | 8,799 |
Previously Reported | ||
Cash Flows from Operating Activities: | ||
Net Loss | (1,548,373) | (573,750) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Change in fair value of derivative liability | 1,423,998 | (237,428) |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | (15,553) | (24,007) |
Decrease in prepaids | (7,010) | 7,010 |
Increase in accrued expenses | 32,502 | 261,800 |
Net Cash Used by Operating Activities | (114,436) | (397,926) |
Cash Flows from Financing Activities: | ||
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,468) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,041 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,659 | 4,140 |
Cash at Beginning of Period | 0 | 4,659 |
Cash at End of Period | 4,659 | 8,799 |
Adjustments | ||
Cash Flows from Operating Activities: | ||
Net Loss | 974,879 | (1,156,064) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Change in fair value of derivative liability | (1,028,711) | 1,104,322 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 15,553 | 24,007 |
Decrease in prepaids | 0 | 0 |
Increase in accrued expenses | 38,278 | (32,195) |
Net Cash Used by Operating Activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from/(payments to) notes payable-related parties | 0 | 0 |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 0 | 1 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 1 |
Cash at Beginning of Period | 0 | 0 |
Cash at End of Period | 0 | 1 |
As Restated | ||
Cash Flows from Operating Activities: | ||
Net Loss | (573,494) | (1,729,814) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations: | ||
Change in fair value of derivative liability | 395,287 | 866,894 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in Inventory | 0 | 0 |
Decrease in prepaids | (7,010) | 7,010 |
Increase in accrued expenses | 70,780 | 229,605 |
Net Cash Used by Operating Activities | (114,437) | (397,926) |
Cash Flows from Financing Activities: | ||
Proceeds from/(payments to) notes payable-related parties | 119,095 | (12,467) |
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES | 119,095 | 406,042 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,658 | 4,141 |
Cash at Beginning of Period | 0 | 4,658 |
Cash at End of Period | $ 4,658 | $ 8,799 |
NOTE 12 - RESTATEMENT (Details
NOTE 12 - RESTATEMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Sep. 30, 2014 | |
Equity [Abstract] | ||
Overstated loss | $ 974,879 | $ (1,104,334) |
NOTE 13 - SUBSEQUENT EVENT (Det
NOTE 13 - SUBSEQUENT EVENT (Details Narrative) - USD ($) | Nov. 10, 2015 | May. 08, 2013 | Nov. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 28, 2015 | Sep. 20, 2014 |
Subsequent Event [Line Items] | ||||||||||
Debt conversion converted instrument shares issued | 9,350,719 | 1,102,400,000 | ||||||||
Debt conversion original debt amount | $ 155,450 | $ 53,000 | $ 584,751 | $ 584,751 | ||||||
Stock payable | $ 48,300 | $ 0 | $ 48,300 | |||||||
Stock issued for services, shares | 7,000,002 | 100,000 | ||||||||
Debt conversion accrued interest portion | $ 4,711 | $ 2,120 | ||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||
Buyback common stock using a percent of revenue | 10.00% | |||||||||
Convertible debt issued | $ 429,000 | |||||||||
Consulting agreement shares issued, value | $ 856,000 | |||||||||
Next Group Loans Receivable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Loan receivable | $ 384,060 | |||||||||
Loan receivable, duration | $ 288,149 | |||||||||
Acquire Next Group Holdings, Inc. | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred Series B shares issued to acquire subsidiary | 8,600,000 | |||||||||
Common stock issued to acquire subsidiary | 177,539,180 | |||||||||
Percent of subsidiary acquired | 100.00% |