Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Jun. 30, 2014 | Dec. 10, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | VR Holdings, Inc. | |
Entity Central Index Key | 1492052 | |
Document Type | 10-Q | |
Document Period End Date | 30-Jun-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 450,139,037 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2013 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Current assets: | ||
Cash | $284 | $284 |
Assets held for sale | 34,665 | 16,047 |
Total assets | 34,949 | 16,331 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 496,431 | 514,022 |
Accounts payable, related party | 49,144 | 38,390 |
Liabilities, related to assets held for sale | 96,445 | 62,737 |
Liabilities, related party related to assets held for sale | 27,355 | 27,355 |
Total current liabilities | 669,375 | 642,504 |
Shareholders deficit: | ||
Common stock, $0.000001 par value; 550,000,000 shares authorized, 450,139,037 and 448,039,037 shares issued and outstanding, respectively | 452 | 449 |
Additional paid-in capital | 43,140,999 | 15,578,003 |
Accumulated deficit | -15,492,955 | -15,492,955 |
Deficit during development stage | -28,282,922 | -711,670 |
Total shareholders deficit | -634,426 | -626,173 |
Total liabilities and shareholders deficit | $34,949 | $16,331 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 550,000,000 | 550,000,000 |
Common stock, shares issued | 450,129,037 | 448,039,037 |
Common stock, shares outstanding | 450,129,037 | 448,039,037 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 95 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Income Statement [Abstract] | |||||
Revenue | |||||
Expenses: | |||||
General and administrative | 23,350,075 | 11,809 | 27,564,471 | 39,663 | 32,988,197 |
Impairment of goodwill | 1,266,892 | ||||
Loss from Operations | -23,350,075 | -11,809 | -27,564,471 | -39,663 | -34,255,089 |
Other income (expense) | |||||
Gain on forgiveness of debt | 7,414,017 | ||||
Interest expense | -110,522 | ||||
Net income (loss) from continuing operations | -23,350,075 | -11,809 | -27,564,471 | -39,663 | -26,951,594 |
Net income (loss) from discontinued operations | 5,571 | -19,448 | -6,781 | -29,012 | -1,331,328 |
Net income (loss) | ($23,344,504) | ($31,257) | ($27,571,252) | ($68,675) | ($28,282,922) |
Net income (loss) per common share, basic and diluted Continuing operations | ($0.05) | $0 | ($0.06) | $0 | |
Net income (loss) per common share, basic and diluted Discontinued operations | $0 | $0 | $0 | $0 | |
Net income (loss) per common share, basic and diluted Total | ($0.05) | $0 | ($0.06) | $0 | |
Weighted average number of common shares - basic and diluted | 450,069,806 | 448,039,037 | 448,715,960 | 448,039,037 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 95 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | ($27,571,252) | ($68,675) | ($28,282,922) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | |||
Depreciation | 110 | 110 | 275 |
Share-based compensation | 4,200,000 | 8,205,475 | |
Warrants for Services | 23,347,264 | 23,347,264 | |
Expenses paid by shareholder | 168,570 | ||
Shares for services | 765,000 | ||
Impairment of goodwill | -1,266,892 | ||
Loss on exchange of debt for stock | 1,153,815 | ||
Gain on settlement of debt | 7,414,017 | ||
Changes in operating assets and liabilities | |||
Accounts Receivable | -25,989 | 16,200 | -25,989 |
Due from related party | 10,754 | 7,334 | |
Accounts payable | 16,117 | 72,206 | 586,295 |
Accounts payable - related party | -27,354 | -4,567 | |
Accrued interest payable | 108,740 | ||
Net cash used by operating activities | -22,996 | -7,513 | -117,835 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash acquired from business acquisition | 270 | ||
Purchase of fixed assets | -832 | -832 | |
Proceeds from sale of stocks | 5,000 | ||
Net, cash provided (used) by investing activities | -832 | 4,438 | |
CASH PROVIDED BY FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock | 48,265 | ||
Net proceeds from notes payable | 50,000 | ||
Donated Capital | 15,735 | 15,735 | |
Net cash provided by financing activities | 15,735 | 114,000 | |
NET CHANGE IN CASH | -7,261 | -8,345 | 603 |
CASH AT BEGINNING OF PERIOD | 7,864 | 8,880 | |
CASH AT END OF PERIOD | 603 | 535 | 603 |
Cash paid for: | |||
Interest | |||
Income taxes | |||
Non-cash financing activities: | |||
Debt converted to common stock | 8,187,678 | ||
Forgiveness of related party accounts payable | $5,955 |
1_BASIS_OF_PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | |||
1. BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION | ||
The accompanying unaudited interim consolidated financial statements have been prepared by VR Holdings, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with VR Holdings’ most recent audited consolidated financial statements and notes thereto included in VR Holdings’ September 30, 2013 Form 10-K. Operating results for the three and nine months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. | |||
Development Stage | |||
VR Holdings re-entered the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955. | |||
Principles of Consolidation | |||
The financial statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. | |||
Estimates and Assumptions | |||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples include valuation of stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At June 30, 2014, the Company had $603 of cash, $319 of which is included in assets held for sale, and $0 cash equivalents. At September 30, 2013, the Company had $7,865 of cash, $7,581 of assets held for sale, and $0 cash equivalents. | |||
Goodwill | |||
The Company follows the policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. The Goodwill generated is then evaluated as to its continuing value and any deterioration is amortized through charges to the Statement of Operations. | |||
Discontinued Operations | |||
The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. | |||
Goodwill Impairment | |||
The Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations. | |||
Interests in Litigation | |||
The interests in litigation are being accounted for as gain contingencies. Therefore, no amounts have been recorded for these interests in the consolidated financial statements. Any gains will be recorded when realized. | |||
Income Taxes | |||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||
Stock-Based Compensation | |||
We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period. | |||
Reclassifications | |||
Certain amounts from prior periods have been reclassified to conform to the current period presentation. | |||
Earnings (Loss) Per Common Share | |||
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | |||
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. | |||
The Company has no outstanding stock options, warrants, or convertible securities which would be considered dilutive at June 30, 2014. As of June 30, 2014 and 2013, the Company had 10,000,000 and 9,000,000 common stock warrants outstanding, respectively, with an exercise price of $0.10 per share for all Warrants. At June 30, 2014 and 2013, the market for the common shares of VR Holdings, Inc. was so limited that it was determined that it was impossible for sufficient number of options to be exercised to cause any dilutive effect upon the earnings per share calculation. | |||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the periods ended June 30, 2014 and 2013, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | |||
As of June 30, 2014 and 2013, warrants were not included in the computation of income/(loss) per share because their inclusion is anti-dilutive. | |||
Recently Issued Accounting Pronouncements | |||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. | |||
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |||
February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||
· | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
· | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||
There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows. |
2_GOING_CONCERN
2. GOING CONCERN | 9 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. GOING CONCERN | NOTE 2 – GOING CONCERN |
At June 30, 2014, we had $34,949 of assets, $669,375 of liabilities and a working capital deficit of $634,426. Through June 30, 2014, we have been primarily engaged in advancement of pending litigation. In the course of our activities, we have sustained losses and expect such losses to continue through at least fiscal year 2014 if there were no change of strategy. The current plan of VR Holdings is to acquire a portfolio of other operating companies, and expand those operations. | |
VR Holdings still maintains its interest in Litigation Dynamics as well as the claims of the litigation. VR Holdings continues to pursue acquisition candidates to meet its business strategy. | |
Through future financing, including debt structures or the sale of stock in the Company, we will be required to obtain additional capital in the future to continue operations. | |
Although we were incorporated in 1998, we have no recent revenue to date and we cannot forecast with any degree of certainty whether any of our proposed litigation services will ever generate revenue or the amount of revenue to be generated. In addition, we cannot predict the consistency of our operating results. We are currently involved as plaintiffs in a lawsuit. If we are successful in the litigation, we plan on utilizing any proceeds to be received to fund our operations. If we are not successful in the litigation, or if we receive only a minimal amount, we will not have sufficient money to fund our proposed operations. In such event, we will have to raise capital either through equity or debt offerings to fund our plan of acquisition. There is no assurance that we will be able to obtain additional capital through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Further, if we do not obtain additional funding prior to or during fiscal year 2014, we may enter into bankruptcy and possibly cease operations thereafter. | |
As a result of the above discussed conditions, there exists substantial doubt about our ability to continue as a going concern. Our financial statements are presented 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 adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should it be determined that we are unable to continue as a going concern. |
3_EQUITY
3. EQUITY | 9 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | |
3. EQUITY | NOTE 3 – EQUITY |
On May 10, 2010, the Company issued 300,000 shares of common stock valued at $196 ($0.0006545 per share) for services rendered to the Company. The value of these shares was determined based on the value of shares previously issued by the Company. | |
On August 24, 2010, the Company issued 100,000 shares of common stock to a consultant for services. These shares were valued at $65. | |
On August 30, 2010, the Company issued warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.10 for a period of five years. The warrants were issued for services rendered by two attorneys. The fair value of the warrants at the date of grant was $1,308. | |
The warrants were valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.39%, (2) expected term of 5 years, (3) expected volatility of 350% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2011. | |
On November 30, 2010, the Company issued 25,200,000 shares of common stock valued at $16,493 ($0.0006545 per share) for services to the Company. The value of these shares was determined based on the value of shares previously sold by the Company. | |
In February 2011, the Company issued 21,000,000 shares of common stock to three individuals for services. The fair value of these shares at the date of grant was $13,745 based on the value of shares previously sold by the Company. | |
In August 2011, the Company sold 50,000 shares of common stock for $5,000. | |
In November and December 2011, the company sold 480,694 shares of common stock for $43,263 after the payment of $4,806 of sales commissions. | |
In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 of common shares of VR Holdings, Inc. plus possible additional shares of VR Holdings, Inc., of up to 20,000,000 shares, based upon future revenue volume over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. whereby it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and the total number of shares issued would be reduced to 10,250,000 divided between Litigation Dynamics, Inc. shareholder (5,750,000 shares), conversion of debt (3,000,000 shares) and CapNet Security Corporation (1,500,000 shares). The shares paid to CapNet Security Corporation related to a separate agreement signed by VR Holdings, Inc. concerning investment banking services to be provided by CapNet Security Corporation. For additional information on the conversion of debt, see NOTE 7 - DEBT. | |
In April 2012, the Company sold 50,000 shares of common stock for $5,000. On September 30, 2012, the Company issued warrants to purchase 7,000,000 shares of common stock at an exercise price of $0.10 for a period of five years. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $3,260,588. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 0.62%, (2) expected term of 5 years, (3) expected volatility of 107.8% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2012. The Warrants were immediately vested and expensed through a charge to the Statement of Operations. | |
On August 13, 2013, the above warrant agreement to purchase 7,000,000 shares of common stock was amended and increased by an additional 1,000,000 to purchase a total of 8,000,000 shares of common stock at an exercise price of $0.10 for the remainder period of the original warrant. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $458,149. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.49%, (2) expected term of 4.13 years, (3) expected volatility of 106.43% and (4) zero expected dividends. All of the warrants issued were outstanding at September 30, 2013. The additional 1,000,000 warrants were immediately vested and expensed through a charge to the Statement of Operations for 2013. | |
In September 2012, the Company cancelled 3,500,000 shares of common stock that had been originally issued to an attorney for services as the attorney was not able to perform these services. | |
Litigations Dynamics, Inc. used 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger to pay off $300,000 of debt plus $76,182 of accrued interest. Using the Black Sholes evaluation model, it was determined that the value of the 3,000,000 shares of common stock had a value of $1,539,997. After deducting the value of the notes and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012. | |
In addition, there was the forgiveness of a related party account payable in the amount of $5,955. This amount was forgiven by Michael Moore. | |
In February 2014, the Company granted 2,100,000 shares of common stock to two individuals for services. The fair value of these shares at the date of grant was $4,200,000 based on the value of shares on the date granted. The shares were issued from stock payable during the quarter ended June 30, 2014. | |
On April 28, 2014, the Company issued warrants to purchase 12,000,000 shares of common stock at an exercise price of $0.10 with an expiration date of April 30, 2019. The warrants were issued for services rendered by an attorney. The fair value of the warrants at the date of grant was $23,347,264. The warrant was valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the warrants include: (1) discount rate of 1.75%, (2) expected term of 5 years, (3) expected volatility of 116.51% and (4) zero expected dividends. All of the warrants issued were outstanding at June 30, 2014. The Warrants were immediately vested and expensed through a charge to the Statement of Operations. |
4_RELATED_PARTY_TRANSACTIONS
4. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | |
4. RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS |
The Cancer Foundation, Inc., a shareholder of VR Holdings, has historically paid for certain expenses on behalf of VR Holdings. During the six months ended June 301, 2014 and 2013, The Cancer Foundation, Inc. paid $0 and $0 respectively. These payments have been recorded as contributed capital to VR Holdings. | |
There was the forgiveness of a related party account payable in the amount of $5,955. This amount was forgiven by Michael Moore. | |
In additional, there was donated capital of $15,735 to LDI to Litigation Dynamics by a member of management. |
5_LITIGATION
5. LITIGATION | 9 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
5. LITIGATION | NOTE 5 – LITIGATION |
As of the date of this filing, VR Holdings had a pending motion in the Circuit Court of Cook County, Illinois under Cause No. 12-L-8718, to lift the stay of the proceeding styled VR Holdings, INC, MML, Inc. and Morton M. Lapides v. Cerberus Capital Management, LP, Madeline, LLC, Gordon Brothers Group, Warren Feder and Stephen A. Feinberg. Damages estimates by VR Holdings from previously reported litigation in the Circuit Court of Cook County, Illinois under Cause No. 09 L 004607 captioned The Cancer Foundation, Inc. v.Cerberus Capital Management, LP, are not currently relevant to VR Holdings. The merits of the claims raised in that lawsuit are being pursued in VR Holdings, Inc., MML, Inc. and Morton M. Lapides v. Cerberus Capital Management, LP, Madeline, LLC, Gordon Brothers Group, Warren Feder and Stephen A. Feinberg; damages are undetermined at the time of this filing. |
6_DISCONTINUED_OPERATION
6. DISCONTINUED OPERATION | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
6. DISCONTINUED OPERATION | NOTE 6 – DISCONTINUED OPERATION | ||||||||
In January 2012, the Company entered into an agreement with Litigation Dynamics, Inc. to have Litigation Dynamics, Inc. merge into VR Holdings, Inc. for a consideration of 17,500,000 of common shares of VR Holdings, Inc. plus additional shares of VR Holdings, Inc., up to 20,000,000 shares, based upon the revenue volume of Litigation Dynamics, Inc. over the next five years. On September 24, 2012, a second agreement was signed by VR Holdings, Inc. and Litigation Dynamics, Inc. whereby it was agreed that Litigation Dynamics, Inc. would be spun off as a separate company and that the total number of shares issued to the shareholder of Litigation Dynamics, Inc. would be reduced to 10,250,000 net of 3,000,000 shares which would be used in exchange for $300,000 of notes payable by Litigation Dynamics, Inc., and 1,500,000 shares due CapNet Security Corporation under a separate agreement signed by VR Holdings, Inc. As part of the reevaluation of the acquisition, of Litigation Dynamics, $63,660 of Notes Receivable were written off to bad expense for the year ended September 30, 2012. | |||||||||
In addition to the reduction in common shares that VR Holdings, Inc. will issue, VR Holdings, Inc. received $30,000 in cash which was paid $20,000 in September 2012 and $10,000 in October 2012. The exchange rate for the shareholders of VR Holdings, Inc. to receive when Litigation Dynamics is spun-off is one share of the new company, Litigation Dynamics, Inc. for every 100 shares of VR Holdings, Inc. owned at the time of the spin-off. The control group of VR Holdings, Inc. who own approximately 93.8 % of VR Holdings, Inc. common stock will receive 1 share of Litigation Dynamics, Inc. For every 200 shares they own of VR Holdings, Inc. at the time of the spin-off. | |||||||||
As a result of entering into the Separation Agreement, the operations of Litigation Dynamics, Inc. have been classified as Discontinued Operations on the Statement of Operations. The components of Discontinued Operations summarized on the Statement of Operations arising from the decision to spin off the operations of Litigation Dynamics, Inc. are as follows: | |||||||||
Nine months ended June 30 | |||||||||
2014 | 2013 | ||||||||
Revenue | $ | — | $ | — | |||||
Expenses: | |||||||||
General and administrative | 3,031 | 27,762 | |||||||
Loss from operations | (3,031 | ) | (27,762 | ) | |||||
Other Income (expenses): | |||||||||
Interest Expense | (3,750 | ) | (1,250 | ) | |||||
Net Income (loss) | $ | (6,781 | ) | $ | (29,012 | ) | |||
June 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Assets: | |||||||||
Cash | $ | 319 | $ | 7,580 | |||||
Due from related parties | $ | 34,346 | $ | 8,467 | |||||
Total assets held for sale | $ | 34,665 | $ | 16,047 | |||||
Liabilities: | |||||||||
Accounts payable | $ | 46,445 | $ | 12,737 | |||||
Amounts due related parties | $ | 27,355 | $ | 27,355 | |||||
Notes payable – in default | $ | 50,000 | $ | 50,000 | |||||
Total liabilities held for sale | $ | 123,800 | $ | 90,092 | |||||
7_DEBT
7. DEBT | 9 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | |
7. DEBT | NOTE 7 – DEBT |
As noted in NOTE 6 – DISCONTINUED OPERATION, Litigations Dynamics, Inc. used 3,000,000 shares of the common stock that it received from VR Holdings, Inc. for the merger to pay to convert $300,000 of debt plus $76,182 of accrued interest. Using the Black Scholes evaluation model, it was determined that the value of the 3,000,000 shares of common stock had a value of $1,539,997. After deducting the value of the notes and the accrued interest, Litigation Dynamics, Inc. lost $1,153,815 on the exchange and this loss was recorded as a charge to the Statement of Operations during the year ended September 30, 2012. | |
On May 23, 2012, VR Holdings, Inc. signed a $50,000 note with an investment group to generate additional funding. The note has an annual interest rate of 10% payable quarterly with the first payment date on August 23, 2012 with interest being accrued monthly. As a condition of the Separation Agreement between VR Holdings, Inc. and Litigation Dynamics, this note was transferred to Litigation Dynamics, Inc. and the responsibility for making interest and principals payments was transferred to Litigation Dynamics, Inc. with no recourse to VR Holdings, Inc. The note holder has agreed to these conditions, and thus VR Holdings, Inc. has no responsibility going forward to make any interest or principal payment associated with this note. The note is currently in default and the note holder has agreed to these conditions. |
8_SUBSEQUENT_EVENTS
8. SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | |
8. SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS |
On July 1, 2014, a compensation agreement was established with Matthew Lapides. | |
On July 7, 2014, the terms of the Share Exchange Agreement by and between VR Holdings, CMPP, Zhu, Lapides and Deohge was terminated for failure to meet certain milestone events designated in the Agreement. | |
On July 28, 2014, the consulting services of ICA were engaged. Pursuant to the Engagement Agreement, VR Holdings is issuing 12,500,000 shares for specified services. | |
On July 28, 2014, the consulting services of Coral Capital were engaged. Pursuant to the Engagement Agreement, VR Holdings is issuing 12,500,000 shares for specified services. | |
On July 30, 2014, a Promissory Note was executed with Ipanema Capital, LLC to meet short term capital requirements. Pursuant to the terms of the Agreement, Ipanema has conversion rights on their Promissory Note allowing them to acquire common shares of VR Holdings at a conversion rate of $0.001 per share. Ipanema has also been issued warrants to purchase up to 20,000,000 shares of VR Holdings common stock and will subject to all of the terms and conditions contained within the issuance document. These warrants shall expire on July 31, 2019. | |
On December 3, 2014, additional funds of $2,000 were received from Ipanema Capital, LLC which increases the obligation of the promissory note previously executed on July 30, 2014. These funds are in addition to prior investments by Ipanema Capital, and are subject to the same terms of the existing agreement. |
1_BASIS_OF_PRESENTATION_Polici
1. BASIS OF PRESENTATION (Policies) | 9 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Development Stage | Development Stage | ||
VR Holdings re-entered the development stage on July 25, 2006. From inception to July 24, 2006, the Company had an accumulated deficit of $15,492,955. | |||
Principles of Consolidation | Principles of Consolidation | ||
The financial statements include the accounts of VR Holdings, Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. | |||
Estimates and Assumptions | Estimates and Assumptions | ||
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples include valuation of stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. At June 30, 2014, the Company had $603 of cash, $319 of which is included in assets held for sale, and $0 cash equivalents. At September 30, 2013, the Company had $7,865 of cash, $7,581 of assets held for sale, and $0 cash equivalents. | |||
Goodwill | Goodwill | ||
The Company follows the policy of recognizing Goodwill when acquiring a company or line of business to the extent that the assets acquired net of liabilities assumed is less than the value of the purchase price. The Goodwill generated is then evaluated as to its continuing value and any deterioration is amortized through charges to the Statement of Operations. | |||
Discontinued Operations | Discontinued Operations | ||
The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. | |||
Goodwill Impairment | Goodwill Impairment | ||
The Company follows the policy of annually reviewing the carrying value of its Goodwill assets as to any impairment of the current value. In those cases where there has been an impairment of the carrying value of Goodwill, the carrying value of Goodwill is adjusted to reflect this impairment through a charge to the current year Statement of Operations. | |||
Interests in Litigation | Interests in Litigation | ||
The interests in litigation are being accounted for as gain contingencies. Therefore, no amounts have been recorded for these interests in the consolidated financial statements. Any gains will be recorded when realized. | |||
Income Taxes | Income Taxes | ||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||
Stock-Based Compensation | Stock-Based Compensation | ||
We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period. | |||
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share | ||
Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. | |||
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method. | |||
The Company has no outstanding stock options, warrants, or convertible securities which would be considered dilutive at June 30, 2014. As of June 30, 2014 and 2013, the Company had 10,000,000 and 9,000,000 common stock warrants outstanding, respectively, with an exercise price of $0.10 per share for all Warrants. At June 30, 2014 and 2013, the market for the common shares of VR Holdings, Inc. was so limited that it was determined that it was impossible for sufficient number of options to be exercised to cause any dilutive effect upon the earnings per share calculation. | |||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted net loss per common share is computed by dividing the net loss, adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities using the treasury stock method. For the periods ended June 30, 2014 and 2013, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net loss per common share. These securities include options and warrants to purchase shares of common stock. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | |||
As of June 30, 2014 and 2013, warrants were not included in the computation of income/(loss) per share because their inclusion is anti-dilutive. | |||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. | |||
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |||
February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||
· | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
· | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||
There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows. |
6_DISCONTINUED_OPERATION_Table
6. DISCONTINUED OPERATION (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Discontinued Operation | Nine months ended June 30 | ||||||||
2014 | 2013 | ||||||||
Revenue | $ | — | $ | — | |||||
Expenses: | |||||||||
General and administrative | 3,031 | 27,762 | |||||||
Loss from operations | (3,031 | ) | (27,762 | ) | |||||
Other Income (expenses): | |||||||||
Interest Expense | (3,750 | ) | (1,250 | ) | |||||
Net Income (loss) | $ | (6,781 | ) | $ | (29,012 | ) | |||
June 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Assets: | |||||||||
Cash | $ | 319 | $ | 7,580 | |||||
Due from related parties | $ | 34,346 | $ | 8,467 | |||||
Total assets held for sale | $ | 34,665 | $ | 16,047 | |||||
Liabilities: | |||||||||
Accounts payable | $ | 46,445 | $ | 12,737 | |||||
Amounts due related parties | $ | 27,355 | $ | 27,355 | |||||
Notes payable – in default | $ | 50,000 | $ | 50,000 | |||||
Total liabilities held for sale | $ | 123,800 | $ | 90,092 |
1_BASIS_OF_PRESENTATION_Detail
1. BASIS OF PRESENTATION (Details Narrative) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Aug. 30, 2010 |
Accounting Policies [Abstract] | ||||
Accumulated Deficit | ($15,492,955) | ($15,492,955) | ||
Cash | 284 | 284 | ||
Assets Held for Sale | 319 | 7,581 | ||
Cash Equivalents | 0 | 0 | ||
Common Stock Warrants Outstanding | $10,000,000 | $9,000,000 | ||
Warrants, Exercise Price Per Share | $0.10 | $0.10 | $0.10 |
2_GOING_CONCERN_Details_Narrat
2. GOING CONCERN (Details Narrative) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Assets | $34,949 | $16,331 |
Liabilities | 669,375 | |
Working Capital Deficit | $634,426 |
3_EQUITY_Details_Narrative
3. EQUITY (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Aug. 30, 2010 | Feb. 28, 2014 | Nov. 30, 2010 | Jun. 30, 2014 | Dec. 31, 2011 | Feb. 28, 2011 | Aug. 24, 2010 | Aug. 31, 2011 | 10-May-10 | Sep. 30, 2012 | Apr. 28, 2014 | Jun. 30, 2013 | |
Equity [Abstract] | ||||||||||||
Stock issued for Services, Shares | 2,100,000 | 25,200,000 | 21,000,000 | 100,000 | 300,000 | |||||||
Stock Issued for Services, Value | $4,200,000 | $16,493 | $13,745 | $65 | $196 | |||||||
Stock Issued, Price Per Share | $0.00 | $0.00 | ||||||||||
Warrants Issued, Shares | 2,000,000 | 12,000,000 | ||||||||||
Warrants Issued, Exercise Price per Share | $0.10 | $0.10 | $0.10 | |||||||||
Warrants Issued, Value | 1,308 | 23,347,264 | ||||||||||
Warrants, Discount Rate | 139.00% | 1.75% | ||||||||||
Warrants, Expected Term | 5 years | 5 years | ||||||||||
Warrants, Expected Volatility | 350.00% | 116.51% | ||||||||||
Warrants, Expected Dividends | $0 | $0 | ||||||||||
Sale of Stock, Shares | 480,694 | 50,000 | ||||||||||
Sale of Stock, Value | 43,263 | 5,000 | ||||||||||
Sales Commissions | $4,806 | |||||||||||
Acquisition, Shares Issued | 17,500 | |||||||||||
Future Possible Shares Issued in Acquisition | 20,000,000 |
4_RELATED_PARTY_TRANSACTIONS_D
4. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 9 Months Ended | 95 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Related Party Transactions [Abstract] | |||
Contributed Capital, Related Parties | $0 | $0 | $0 |
Related Party, Debt Forgiveness | 5,955 | ||
Donated Capital | $15,735 | $15,735 |
6_DISCONTINUED_OPERATION_Disco
6. DISCONTINUED OPERATION - Discontinued Operation (Details) (USD $) | 9 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | |
Total assets held for sale | $319 | $7,581 | |
Operating Activities [Domain] | |||
Revenue | |||
General and administrative | 3,031 | 27,762 | |
Loss from operations | -3,031 | -27,762 | |
Interest Expense | -3,750 | -1,250 | |
Net Income (loss) | -6,781 | -29,012 | |
Cash | 319 | 7,580 | |
Due from related parties | 34,346 | 8,467 | |
Total assets held for sale | 34,665 | 16,047 | |
Accounts payable | 46,445 | 12,737 | |
Amounts due related parties | 27,355 | 27,355 | |
Notes payable - in default | 50,000 | 50,000 | |
Total liabilities held for sale | $123,800 | $90,092 |
6_DISCONTINUED_OPERATION_Detai
6. DISCONTINUED OPERATION (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Consideration Recieved in Merger | $10,000 | $20,000 | $30,000 |
7_DEBT_Details_Narrative
7. DEBT (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 95 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2014 | 23-May-12 | |
Stock Issued in Conversion, Shares | 3,000,000 | ||||
Stock Issued in Conversion, Value | $8,187,678 | ||||
Stock Issued in Conversion, Fair Value | 1,539,997 | ||||
Loss on Debt Conversion | 1,153,815 | ||||
Note Payable, Face Value | 50,000 | ||||
Note Payable, Interest Rate | 10.00% | ||||
Debt [Member] | |||||
Stock Issued in Conversion, Value | 300,000 | ||||
Interest [Member] | |||||
Stock Issued in Conversion, Value | $76,182 |
8_SUBSEQUENT_EVENTS_Details_Na
8. SUBSEQUENT EVENTS (Details Narrative) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 3 Months Ended | |||
Feb. 28, 2014 | Nov. 30, 2010 | Feb. 28, 2011 | Aug. 24, 2010 | 10-May-10 | Dec. 31, 2013 | Apr. 28, 2014 | Aug. 30, 2010 | |
Stock Issued for Services, Shares | 2,100,000 | 25,200,000 | 21,000,000 | 100,000 | 300,000 | |||
Warrants Issued, Shares | 12,000,000 | 2,000,000 | ||||||
Subsequent Event [Member] | ICA [Member] | ||||||||
Stock Issued for Services, Shares | 12,500,000 | |||||||
Subsequent Event [Member] | Coral Capital [Member] | ||||||||
Stock Issued for Services, Shares | 12,500,000 | |||||||
Subsequent Event [Member] | Ipanema [Member] | ||||||||
Warrants Issued, Shares | 20,000,000 | |||||||
Warrants Issued, Price Per Share | 0.001 | |||||||
Additional Funds | 2,000 |