Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Smartag International, Inc. | |
Entity Central Index Key | 1,469,207 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 637,151 | |
Entity Common Stock, Shares Outstanding | 31,637,151 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 82,806 | $ 82,376 |
Other receivable | 245,065 | 0 |
Assets from discontinued operations | 0 | 260,975 |
TOTAL CURRENT ASSETS | 327,871 | 343,351 |
TOTAL ASSETS | 327,871 | 343,351 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,678 | 3,607 |
Note Payable, Related Party | 150,000 | 200,000 |
Secured Revolving Not Payable, Related Party | 192,457 | 192,457 |
Other Payable, Related Party | 909,928 | 810,000 |
Current liabilities of discontinued operations | 0 | 187,201 |
TOTAL CURRENT LIABILITIES | 1,254,063 | 1,393,265 |
TOTAL LIABILITIES | 1,254,063 | 1,393,265 |
STOCKHOLDERS DEFICIT: | ||
Preferred stock, 25,000,000 shares authorized, no shares issued and outstanding, no rights or privileges designated | 0 | 0 |
Common Stock, $.001 par value, 500,000,000 shares authorized, 31,637,151 shares issued and outstanding, respectively. | 31,637 | 31,637 |
Additional paid in capital | 1,903,072 | 1,713,361 |
Accumulated deficit | (2,860,901) | (2,772,190) |
TOTAL STOCKHOLDERS DEFICIT | (926,192) | (1,027,192) |
Non-controlling interest | 0 | (22,722) |
Total Stockholders Deficit | (926,192) | (1,049,914) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ 327,871 | $ 343,351 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Jun. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Issued | 0 | 0 |
Common Stock, Authorized | 500,000,000 | 500,000,000 |
Common Stock, Issued | 31,637,151 | 31,637,151 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
REVENUES | $ 55,900 | $ 36,115 | $ 59,400 | $ 49,972 |
COST OF SALES | 0 | 0 | 0 | 0 |
GROSS PROFIT | 55,900 | 36,115 | 59,400 | 49,972 |
OPERATING EXPENSES: | ||||
General and administrative expenses | 32,631 | 50,473 | 75,033 | 161,005 |
LOSS FROM OPERATIONS | 23,269 | (14,358) | (15,633) | (111,033) |
Interest expense and other, net | 0 | 0 | 0 | 0 |
LOSS BEFORE PROVISION FOR INCOME TAXES | 23,269 | (14,358) | (15,633) | (111,033) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Loss from discontinued operations | 0 | 0 | (73,078) | 0 |
NET LOSS | $ 23,269 | $ (14,358) | $ (88,711) | $ (111,033) |
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted | $ 0 | $ 0 | $ (.00) | $ (.01) |
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted | 31,637,151 | 10,637,151 | 31,637,151 | 10,637,151 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (88,711) | $ (111,033) |
Stock based compensation | 0 | 0 |
Unrealized loss on investment | 0 | 0 |
Changes in current assets and liabilities: | ||
Accounts receivable | 0 | (32,936) |
Other receivable | 0 | (96,500) |
Inventory | (9,835) | (34,800) |
Accounts payable | (666) | 0 |
Other payable | 74,928 | 730,000 |
Net cash used in operating activities | (24,284) | 454,731 |
Cash flows from investing activities: | ||
Investment in securities | 0 | (253,237) |
Disposition of asset | 49,714 | 0 |
Net cash provided by investing activities | 49,714 | (253,237) |
Cash flows from financing activities: | ||
Advances from related parties | 25,000 | 0 |
Proceeds from Revolving Note | 0 | |
Proceeds from note payable | 0 | |
Repayment of note payable | (50,000) | (100,000) |
Issuance of Common Stock for Cash | 0 | |
Net cash provided by financing activities | (25,000) | (100,000) |
Net increase (decrease) in cash and cash equivalents | 430 | 101,494 |
Cash and cash equivalents - beginning balance | 82,376 | 72,388 |
Cash and cash equivalents - ending balance | 82,806 | 173,882 |
Supplemental disclosure of cash flows information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of business
Nature of business | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business | NOTE 1 ORGANIZATION Current Operations and Background Smartag International, Inc., a Nevada corporation (Smartag, Company, we, us, or our), was formed as Theca Corporation on March 24, 1999 in Colorado. The Company is in the development stage as defined in Financial Accounting Standards Board Statement No. 7. On November 29, 2004, we merged with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada corporation. On February 10, 2009, Art4Love changed its name to Smartag International, Inc. Since 2013, Smartag has been actively involved in traceability for manufacturing plants and in the food and beverage industry. Smartag realized a key potential growth area healthy beverage products which it can source the raw materials which are of low calories but at the same time healthy and natural. The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the demand has been changing towards a healthier alternative. In July 2015, Smartag entered into a Securities Purchase Agreement (the Purchase Agreement In November 2015, Smartag signed an agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen Nan Shun Technology Co. Ltd (SSNST), a company based in Shenzhen, China which is involved in e-commerce trading on e-Bay, Amazon and Alipay platforms. Using the expertise of SSNST, Smartag will develop the business of e-Commerce trading, procurement, collection and distribution through a new joint venture company in Hong Kong called HongKong Vander Trade Limited (Vander). On January 1, 2016, the Company entered into a revenue sharing agreement with Vander. The Company charged 5% commission on all sales and services generated by Vanders Ecommerce platform. Mr. Ki and Mr. Cai has significant ownership in Vander. On January 29, 2016, Mr. Ki and Mr. Cai purchased 10,000,000 common shares directly from Smartag Solutions Bhd, the former parent company of Smartag. Therefore, the commission is classified as related party revenue in statement of operations. Management has concluded that these entities should not be consolidated under ASC 810 Consolidations because the Company is not the primary beneficiary of Vander and SSNST. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | NOTE 2 Basis of Presentation and Significant of Accounting Policies Basis of Presentation and Principles of Consolidation Going Concern Use of Estimates Cash and Cash Equivalents Accounts Receivable - Inventory Revenue Recognition Income Taxes Goodwill Stock-Based Compensation The standard provides that income tax effects of share-based payments are recognized in the consolidated financial statements for those awards that will normally result in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition. Net Loss Per Share Concentration of Credit Risk Financial Instruments Marketable Securities Recently Issued Accounting Pronouncements The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3 Discontinued Operations and Business Combinations During the year ended September 30, 2015, the Company advanced Legendary Liquids LLC, a related party and predecessor of EBC, $96,500 which is being classified as other receivable. The amount due is unsecured and interest free. The purpose of the investment was to partner with beverage company to provide product tracking. During the quarter ended March 31, 2015, the Company entered into a partnership agreement with Essentials Beverage Company (Essentials) whereby the Company agreed to contribute Essentials operational funds in exchange for 65% of the revenues generated by Essentials. As of June 30, 2015, the Company had funded Essentials $253,237 and had accounts receivables owed from Essentials amounted to $49,972. On July 5, 2015, the Company entered into a Purchase Agreement with EBC, pursuant to which the Company purchased a 51% interest in EBC for a total previous consideration due from EBC of $399,709 and one million shares of the Companys restricted common stock valued at $23,000. At the time of the transaction, the Company deemed the previous consideration of $360,975 as not collectible. The Company recorded goodwill associated with the transaction of $260,975. The Company has estimated that the fair value of the assets at the date of the purchase in accordance with Accounting Standards Codification 805, Business Combinations, as follows: Assets $ 4,958 Intangible assets Goodwill 260,975 fair value of liabilities assumed (266,835 ) Non-controlling interest (22,098 ) Purchase price $ 23,000 Due to the continued cash needs of EBC, the Company sold its 51% controlling interest to Lock Sen Yow, the Companys chairman and director, a related party for $50,000. Based on the requirements of ASC 810 Consolidation ASC 205 Presentation of Financial Statements Summarized operating results for the discontinuation of operations is as follows: Fair value of consideration $ 50,000 Carrying value of non-controlling interest (58,530 ) (8,530 ) Less: carrying value of former subsidiary's net assets (162,433 ) Gain on disposal of EBC's interest $ 153,903 Loss from discontinued operation from October 1, 2015 to March 31, 2016 $ (73,078 ) The Company analyzed the carrying value of EBCs net assets on the deconsolidation date, determined amount is $(423,409) including the following, Cash $ 286 Inventory 9,834 Goodwill 260,975 Accounts payable and accrued liabilities (48,631 ) Accrued liability (105,000 ) Accrued liability related party (34,833 ) Due to Smartag (245,065 ) Carrying value of former subsidiary's net assets $ (162,434 ) The Company anticipates that it will have no involvement with the management of EBC and that EBC will not be a related party going forward after the deconsolidation. The Company expects the $245,065 to be paid back and recorded it as a receivable as of March 31, 2016. Major line items constituting net loss of the discontinued operations of EBC are as follows for the periods from October 1, 2015 through March 31, 2016 (deconsolidation): Revenues $ 23,606 Cost of sales 10,027 Gross profit 13,579 Selling , general and administrative expenses 86,657 Loss from discontinued operation from October 1, 2015 to March 31, 2016 $ (73,078 ) |
Other Payable
Other Payable | 9 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other Payable | NOTE 4 Other Payable - Related Party During the year ended September 30, 2015, the Company received $810,000 advances from related parties which the terms were still being negotiated and currently were recorded under other payable. $730,000 was from a related entity to a former director and $80,000 was received from Chee Song Yap. The two parties entered into 0% interest notes which are to be repaid by September 30, 2016. During the nine months ended June 30, 2016, the Company received $74,928 advances from SSNST, a related party, which was a temporary advance and expected to be repaid as soon as practical. Additionally, the Company received $25,000 from Lock Sen Yow. |
Note Payable - Related Party
Note Payable - Related Party | 9 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note Payable | NOTE 5 Note Payable Related Party Secured Note On March 17, 2009, we entered into a Secured Revolving Promissory Note (the Secured Note) with Smartag Solutions Bhd, a Malaysian corporation, the majority stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd, agreed to advance to the Company, from time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2014. All advances shall be paid on or before September 30, 2016 and this advance has an interest rate of 0% per annum. As of June 30, 2016, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior to all current and future indebtedness of Smartag and is secured by substantially all of the assets of Smartag. The Secured Note shall be repaid on or before September 30, 2016. Loan Agreement On September 19, 2013, we entered into a Loan Agreement (Loan Agreement) with SSB. Under the terms of the agreement, SSB loaned the Company $200,000 (Loan). On August 15, 2014, the SSB increased the Loan to $300,000. The Loan shall be repaid on or before September 30, 2016 and this loan has an interest rate of 0% interest per annum. During the nine months ended June 30, 2015, the Company repaid $100,000 of the Loan. During the nine months ended June 30, 2016, the Company repaid $50,000 of the Loan. As of June 30, 2016, there is $150,000 outstanding. |
Equity
Equity | 9 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity | NOTE 6 Stockholders Deficit As of September 30, 2015, there were authorized 500,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought. On July 5, 2015, the Company authorized the issuance of 1,000,000 shares to EBC in partial consideration of 51% of EBC. The Company placed a value of $23,000 for these shares. The Company is discussing with EBC shareholders on how to disperse these shares. These shares have not yet been issued. On August 19, 2015, the Company issued 13,500,000 shares of restricted common stock to its director, Chee Song Yap, and recorded stock compensation expense of $310,500. Additionally, on August 19, 2015, the Company issued 7,500,000 shares of restricted common stock to unrelated parties for services and recorded stock compensation expense of $172,500. There are currently 31,637,151 shares of common stock issued and outstanding and zero shares of preferred stock issued and outstanding. |
Basis of Presentation and Sig12
Basis of Presentation and Significant Account Policies (Policies) | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation ~ |
Going Concern | Going Concern ~ |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents As of June 30, 2014 and September 30, 2013, we have no cash equivalents. ~ |
Revenue Recognition | Revenue Recognition ~ |
Accounts Receivable | Accounts Receivable - ~ |
Stock-based Compensation | Stock-Based Compensation The standard provides that income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition. |
Income Taxes | Income Taxes |
goodwill | Goodwill - The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. |
Net Loss Per Share | Net Loss Per Share |
Concentration of Credit Risk | Concentration of Credit Risk |
Financial Instruments | Financial Instruments |
Marketable Securities | Marketable Securities ~ |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
schedule purchase price allocation | Assets $ 4,958 Intangible assets Goodwill 260,975 fair value of liabilities assumed (266,835 ) Non controlling interest (22,098 ) Purchase price $ 23,000 |
Other Payable (Details Narrativ
Other Payable (Details Narrative) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Payables and Accruals [Abstract] | ||
Other Payable | $ 927,939 | $ 810,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Notes to Financial Statements | ||
Note Payable | $ 150,000 | $ 200,000 |
Loan Payable - related party | $ 192,457 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Jun. 30, 2016 | Sep. 30, 2015 |
Notes to Financial Statements | ||
Authorized Shares Common Stock | 500,000,000 | 500,000,000 |
par value common stock shares | $ 0.001 | |
Common Stock, Issued | 31,637,151 | 31,637,151 |
Preferred stock shares authorized | 25,000,000 | 25,000,000 |
preferred stock par value | $ 0.001 | |
Preferred Stock, Issued | 0 | 0 |
Business Combinations - schedul
Business Combinations - schedule purchase price allocation (Details) | Jul. 05, 2015USD ($) |
Business Combinations [Abstract] | |
Cash | $ 4,958 |
Intangible assets | |
Goodwill | 260,975 |
fair value of liabilities assumed | (266,835) |
Non controlling interest | (22,098) |
Purchase price | $ 23,000 |