Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Oct. 08, 2014 | Dec. 31, 2013 | |
Document and Entity Information: | |||
Entity Registrant Name | AMERICAN GRAPHITE TECHNOLOGIES INC. | ||
Entity Central Index Key | 1497316 | ||
Document Type | 10-K | ||
Document Period End Date | 30-Jun-14 | ||
Amendment Flag | TRUE | ||
Amendment Description | Amendment No. 1 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -24 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $8,466,940 | ||
Entity Common Stock, Shares Outstanding | 96,083,348 |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
CURRENT ASSETS | ||
Cash | $307,693 | $116,588 |
Prepaid expenses | 336,494 | 170,000 |
TOTAL CURRENT ASSETS | 644,187 | 286,588 |
TOTAL ASSETS | 644,187 | 286,588 |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ||
Accounts payable and accrued liabilities | 32,795 | 8,806 |
TOTAL CURRENT LIABILITIES | 32,795 | 8,806 |
Derivative warrant liabilities (Notes 2, 6) | 554,828 | |
TOTAL LIABILITIES | 587,623 | 8,806 |
STOCKHOLDERS' EQUITY(DEFICIT) | ||
Capital stock Authorized - 200,000,000 shares of common stock, $0.001 par value Issued and outstanding 96,083,348 and 78,359,486 shares of common stock, respectively as at June 30, 2014 and June 30, 2013, respectively | 96,083 | 78,359 |
Stock Payable | 85,000 | |
Additional paid in capital | 1,357,448 | 789,267 |
Accumulated deficit | -1,396,967 | -674,844 |
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) | 56,564 | 277,782 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $644,187 | $286,588 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Balance Sheets Parentheticals | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 96,083,348 | 78,359,486 |
Common stock, shares outstanding | 96,083,348 | 78,359,486 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
Exploration expenses | 24,468 | |
Research and development | 45,601 | |
Office and general | 121,556 | 91,020 |
Stock based compensation | 87,313 | 231,450 |
Management fees | 122,900 | 55,000 |
Consulting fees | 131,935 | 134,576 |
Professional fees | 43,897 | 38,103 |
OPERATING LOSS | -553,202 | -574,617 |
OTHER EXPENSE | ||
Interest Expense | -767 | |
Change in the fair value of warranty liability | -168,921 | |
NET LOSS | ($722,123) | ($575,384) |
NET LOSS PER COMMON SHARE - BASIC | ($0.01) | ($0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC | 85,945,025 | 78,113,865 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (Deficit) (USD $) | Total | Common stock | Stock Payable | Additional Paid in Capital | Accumulated Deficit |
Beginning balance at Jun. 30, 2012 | ($13,284) | $77,438 | $8,738 | ($99,460) | |
Beginning balance, Shares at Jun. 30, 2012 | 77,437,500 | ||||
Stock options | 187,200 | 187,200 | |||
Common stock issued for cash | 550,000 | 846 | 549,154 | ||
Common stock issued for cash, Shares | 846,986 | ||||
Private placement | 85,000 | 85,000 | |||
Common stock issued for financing agreement | 44,250 | 75 | 44,175 | ||
Common stock issued for financing agreement, Shares | 75,000 | ||||
Net loss | -575,384 | -575,384 | |||
Ending balance at Jun. 30, 2013 | 277,782 | 78,359 | 85,000 | 789,267 | -674,844 |
Ending balance, Shares at Jun. 30, 2013 | 78,359,486 | ||||
Private placement | 799,500 | 7,939 | -85,000 | 876,561 | |
Private placement, Shares | 7,938,888 | ||||
Common stock issued to agent placement | 233 | -233 | |||
Common stock issued to agent placement, Shares | 232,500 | ||||
Common stock issued for investor relationship services | 87,312 | 562 | 86,750 | ||
Common stock issued for investor relationship services, Shares | 562,500 | ||||
Warrant | -118,161 | -118,161 | |||
Derivate liabilities | -1,688,055 | -1,688,055 | |||
Cashless warrants | 1,420,309 | 8,990 | 1,411,319 | ||
Cashless warrants, Shares | 8,989,974 | ||||
Net loss | -722,123 | -722,123 | |||
Ending balance at Jun. 30, 2014 | $56,564 | $96,083 | $1,357,448 | ($1,396,967) | |
Ending balance, Shares at Jun. 30, 2014 | 96,083,348 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
OPERATING ACTIVITIES | ||
Net loss | ($722,123) | ($575,384) |
Adjustments to reconcile net loss to net cash used by | ||
Stock-based compensation | 87,313 | 231,450 |
Shares issued per financing agreement | 44,250 | |
Change in the fair value of warrant liability | 168,921 | |
Changes in operating assets and liabilities: | ||
Interest | -110 | |
Increase in accounts payable and accrued liabilities | 249 | 5,872 |
Decrease in accounts payable - related party | 23,740 | -2,695 |
Increase in prepaid expenses | -166,494 | -167,587 |
NET CASH USED IN OPERATING ACTIVITIES | -608,394 | -508,454 |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 799,500 | 635,000 |
Proceeds from note payable | ||
Repayment of note payable | -40,000 | |
Due to related party | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 799,500 | 595,000 |
NET INCREASE (DECREASE) IN CASH | 191,106 | 86,546 |
CASH BEGINNING OF PERIOD | 116,588 | 30,042 |
CASH, END OF PERIOD | 307,693 | 116,588 |
Supplemental cash flow information and noncash financing activities | ||
Cash paid for interest | 877 | |
Cash paid for income taxes | ||
Non-cash transactions | ||
Stock based compensation | 187,200 | |
Shares issued per financing agreement | 44,250 | |
Forgiveness of shareholder loan | ||
Total Non-cash transaction | $231,450 |
Nature_of_Opertions_and_Basis_
Nature of Opertions and Basis of Presentation | 12 Months Ended |
Jun. 30, 2014 | |
Nature of Opertions and Basis of Presentation [Abstract] | |
NATURE OF OPERTIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERTIONS AND BASIS OF PRESENTATION |
American Graphite Technologies Inc. (Formerly Green & Quality Home Life, Inc.) (the “Company”) is in the initial exploration stage and has incurred losses since inception totaling $1,288,989. The Company was incorporated on June 1, 2010 in the State of Nevada and established a fiscal year end at June 30. The Company is an exploration stage company as defined in FASB ASC 915. We were originally organized to offer a portfolio of products and services to provide solutions for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family. | |
On May 23, 2012, Rick Walchuk, a director of American Graphite Technologies Inc, acquired a total of 12,000,000 pre-forward split shares of the Company’s common stock from Fabio Alexandre Narita, the Company’s former director and officer, in a private transaction for an aggregate total of $350,000. The funds used for this share purchase were Mr. Walchuk’s personal funds. Mr. Walchuk’s 12,000,000 shares amounted to approximately 98% of the Company’s then currently issued and outstanding common stock. This transaction effected a change in control of the Company. With the change in control of the Company management determined to abandon the original business plan and has determined to enter into the business of exploration and development of mining projects and technology related to graphite and grapheme. The Company currently has no projects and is in negotiations to acquire both mining concessions and technology. | |
As part of the sale of his shares Mr. Narita agreed to extinguish all debts owed to him by the Company. | |
Also on May 23, 2012, Fabio Alexandre Narita resigned as a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. In connection with the resignation of Mr. Narita, Rick Walchuk was appointed President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary and a director. On December 13, 2013, the Board of Directors of the Company appointed Con Evan Anast to the Board of Directors of the Company and elected him Secretary of the Company, having received the resignation of Mr. Walchuk as Company Secretary. | |
On June 11, 2012, our Board of Directors unanimously approved the following items: | |
1. an amendment to our Articles of Incorporation to change our name to “American Graphite Technologies Inc.” (the “Name Change”); | |
2. an amendment to our Articles of Incorporation to increase our authorized capital from 75,000,000 to 200,000,000 shares of common stock, $0.001 par value (the “Increase in Authorized Capital”); and 3. an authorization to the Board of Directors to effect a forward split of the Company’s common stock, par value $0.001 per share at an exchange ratio of one hundred and twenty-five (125) for one (1) (the “Forward Split”) and to file such amendments as may be required with the requisite regulatory bodies to effect the Forward Split, so that every one (1) outstanding share of Common Stock before the Forward Split shall represent one hundred and twenty-five (125) shares of Common Stock after the Forward Split. | |
On June 11, 2012, our majority stockholder executed written consent in lieu of a special meeting approving the Amendments. | |
Pursuant to these actions to be undertaken by the Company, Mr. Walchuk returned a total of 11,640,000 pre-forward split shares of common stock which were cancelled by the Company and returned to treasury. | |
Effective July 18, 2012, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we changed our name from Green & Quality Home Life, Inc. to American Graphite Technologies Inc. and increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par value of $0.001 on the basis of a 125:1 forward split of our issued and outstanding shares of common stock. The forward split has been retroactively applied to all shares and per share figures in these financial statements. | |
Going Concern | |
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets aside from cash and prepaid expenses, nor does it have operations or a source of revenue sufficient to cover its operating costs. While there are sufficient funds to carry out the current operations of the Company, with no revenue generating operations there remains substantial doubt about our ability to continue as a going concern. As at June 30, 2014, the Company has an accumulated deficit of $1,396,967. While we presently have cash on hand, the Company may be dependent upon the raising of additional capital through placement of our common stock in order to fully implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. | |
The ability of the Company to continue as a going concern is dependent on attaining profitable operations, accordingly there remains substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Basis of Presentation | |||||||||||||
The financial statements present the balance sheets and statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. | |||||||||||||
Use of Estimates and Assumptions | |||||||||||||
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||||||||||||
Warrants | |||||||||||||
We account for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 “Derivatives and Hedging – Contracts in Entity’s Own Equity” (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. We classify derivative warrant liabilities on the balance sheet as a current liability, which is revalued at each balance sheet date, subsequent to the initial issuance. We use the Monte Carlo Options Lattice model, depending on the applicable terms of the warrant agreement, to value the derivative warrant liabilities. Changes in the fair value of the warrants are reflected in the statement of operations as “Change in the fair value of warrant liability.” See, Note 6 – financial agreement – (3) Securities Purchase Agreement, for a detailed description of our accounting for derivative warrant liabilities. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Accounting guidance now codified as FASB ASC Topic 740-20, “Income Tax – Intra-period Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. | |||||||||||||
Net Loss per Share | |||||||||||||
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||||||||||
The Company had the following potential common stock equivalents at June 30, 2014: | |||||||||||||
Warrants | 4,012,500 | ||||||||||||
Since the Company reflected a net loss in in fiscal year ended June 30, 2014 and 2013, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |||||||||||||
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |||||||||||||
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |||||||||||||
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |||||||||||||
As set forth in the Statement of Financial Accounting Standard No. 820-10-35-37 Fair Value in Financial Instruments (previously and herein referenced as “157”) to increase consistency, a fair value hierarchy was developed to rank the reliability of inputs that reflect assumptions, used as a basis for determining fair value. FAS 157 emphasizes that valuation techniques (income, market, and cost) used to measure the fair value of an asset or liability should maximize the use of observable inputs, that is, inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. The FAS 157 accounting standard requires companies use actual market data, when available or models, when unavailable. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available, except when it might not represent fair value at the measurement date. When using models, FAS 157 provides guidance on appropriate valuation techniques and addresses the inherent valuation issue of risk. A fair value measurement should include an adjustment for risk if market participants would include one in pricing the related asset or liability, even if the adjustment is difficult to determine. | |||||||||||||
We analyzed the derivative financial instruments, in accordance with EITF 07-05 and FAS 133. EITF 07-5 is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. It should be applied to outstanding instruments as of the beginning of the fiscal year in which it is adopted. Any adjustment would be recognized in the opening balance of retained earnings. The objective of EITF 07-5 is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of FAS 133 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A nonderivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. | |||||||||||||
Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be | |||||||||||||
exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. In determining the fair value of the derivatives we assumed that the Company’s business would be conducted as a going concern. These derivative liabilities will need to be marked-to-market each quarter with the change in fair value recorded in the income statement. The FASB and IRS have provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. Our opinion of Fair Value relied on a “value in use” or “going concern” premise. To properly apply this fair value standard, we gave consideration to the Holder’s intentions regarding whether or not the Securities purchased were to be held, sold, or abandoned. Our analysis also reflects assumptions that would be made by market participants if these market participants were to buy or sell each identified asset on an individual basis. | |||||||||||||
The Warrants issued with debt contain derivatives and require accounting under FAS 133 until exercised or expired. The derivative liability is marked to market each subsequent reporting period. | |||||||||||||
The following table summarizes the components of the derivate liabilities: | |||||||||||||
Warrant liability: | June 30, | March 14, | September 9, | ||||||||||
2014 | 2014 | 2013 | |||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 * | $ | - | $ | 1,482,326 | $ | 1,243,455 | |||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 554,828 | 562,761 | - | ||||||||||
$ | 554,828 | $ | 2,045,087 | $ | 1,243,455 | ||||||||
*On March 14, 2014, the 3 subscribers, who were subscribers in an offering undertaken by the Company on September 9, 2013, along with 2 subscribers that did not elect to participate in this offering, executed a waiver and consent in regard to their rights under the September 9, 2013 offering (the “Original SPA”), whereby they waived the rights to receive any additional shares of common stock under the Original SPA agreements and the Company and the 5 investors agreed to a re-pricing of the warrants issued under the Original SPA from an exercise price of $0.30 per share to $0.0724 per share and that such reduction of the Exercise Price was deemed a reduction in connection with a Dilutive Issuance (as defined in the Warrants) and the number of Warrant Shares that may be purchased upon exercise of the Warrants increased. On March 14, 2014 through March 21, 2014, the Company received notices and executed cashless exercise from the subscribers under the Original SPA. | |||||||||||||
The following table summarizes the number of common shares indexed to the derivative financial instruments as of June 30, 2014: | |||||||||||||
Warrant | |||||||||||||
Derivatives | |||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | - | ||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 4,012,500 | ||||||||||||
4,012,500 | |||||||||||||
The following table summarizes the effects on our income (expense) associated with changes in the fair values of our derivative financial instruments by type of financing: | |||||||||||||
Fiscal Year ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | ||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | 176,853 | $ | - | |||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | (7,932 | ) | - | ||||||||||
$ | 168,921 | $ | |||||||||||
Related Parties | |||||||||||||
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. | |||||||||||||
Stock-based Compensation | |||||||||||||
Stock-based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. | |||||||||||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Technology_Agreements
Technology Agreements | 12 Months Ended | ||
Jun. 30, 2014 | |||
Technology Agreements (Abstract) | |||
TECHNOLOGY AGREEMENTS | NOTE 3 – TECHNOLOGY AGREEMENTS | ||
On December 3, 2012 we entered into and executed a non-exclusive technology License agreement for patent and trade secret technology in the field of graphene oxide or “Bucky” paper with Cheap Tubes, Inc. Pursuant to the terms of the agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the manufacturing processes for graphene products, including graphene paper, also known as Bucky Paper. We agreed to fund commercial development activities based on the payment schedules defined below and we received a license for the rights on a nonexclusive basis for marketing products and/or services. Pursuant to the terms of the agreement, we agreed to provide the following payments to Cheap Tubes: | |||
A minimum of $250,000 over 18 months, payable as follows: | |||
- | $10,000 on the execution of the agreement; (paid) | ||
- | $40,000 per quarter on January 1, 2013, April 1, 2013, July 1, 2013 and October 1, 2013 and on January 1, 2014 and April 1, 2014. | ||
Under the terms of the agreement, Cheap Tubes was to incorporate a new corporation (“Newco”) and assign all rights and obligations of the agreement with us as well as the patent agreement. The newly formed corporation would then become the party to this agreement. Until such time as Newco was formed all funds paid were to remain in an attorney escrow. Further, in order to have funds released from escrow the parties were to formulate and agree to a milestone schedule to be met by Cheap Tubes or Newco as the case may be. Each quarter the milestones from the prior quarter must be met as a pre-condition to the upcoming quarterly funding. Under the agreement the Company was granted a non-exclusive license to market and distribute Bucky Paper using the patents, trade secrets and knowhow (the “Proprietary Rights”) throughout the world. Newco or Cheap Tubes will manufacture the Bucky Paper products and we shall have no rights to sublicense the Proprietary Rights to a third party. As the agreement is non-exclusive, Cheap Tubes will also have the right to market and distribute Bucky Paper products, subject to our ongoing fees, as described below. | |||
As consideration for funding, we will receive 40% of the Net Sales Revenue for Bucky Paper until the amount we have received equals our capital investment regardless of whether we, Cheap Tubes or CTI are the ultimate vendors on the sale. Thereafter, we will receive 30% of our capital investment until such time as we have received an amount equal to 20% of the capital invested, 25% for the next five years and 20% for the remaining five years, at which time all obligations to us from Cheap Tubes or CTI shall cease. | |||
Under the agreement, any new opportunities presented to us or Mike Foley (the shareholder of Cheap Tubes), Cheap Tubes or CTI are to be negotiated and if agreement is reached then shall be formalized in a mutually acceptable definitive agreement; with no obligation upon either party to enter into an agreement should they not be able to negotiate mutually acceptable terms. However, it is the intent of the parties to work toward furthering the business of Cheap Tubes, CTI, our business and any new business that may present itself. | |||
As at June 30, 2014, the Company has paid cash in the amount of $335,000 pursuant to the agreement, and recorded the amount as prepaid expense - advances on future revenue under the licensing agreement. All payments due under the licensing agreement are current per the terms of the agreement. | |||
Technology Development Agreement | |||
On April 24, 2013 the Company signed a letter of intent (LOI) with the National Academy of Science of Ukraine; National Science Centre; Kharkov Institute of Physics and Technology (“KIPT”), Kharkov, Ukraine in regard to a research project dubbed “P-600”. | |||
P-600 will research the properties of nanocarbon contained matter (graphene) as working material for 3D printing. The project will be a partnership between the Company, Science and Production Establishment “Renewable Energy Sources and Sustainable Technologies” (“RESST”) National Science Center “KIPT” National Academy of Science of Ukraine and Institute of Solid State Physics and Material Science National Science Center “KIPT” National Academy of Science of Ukraine. | |||
On October 17, 2013, the Company finalized an intellectual property agreement for its 3D Project P-600 with the project manager and National Science Centre KIPT of the National Academy of Sciences of Ukraine and remitted the funds to allow commencement of the Project. | |||
Under the agreement, the Company agreed to Project costs of $42,697. Changes to the proposed budget could be made based on agreement of both sides. During the fiscal year ended June 30, 2014, the Company has paid a total of $44,832 as Project costs which have been recorded as research and development expenditures. |
Mineral_Properties
Mineral Properties | 12 Months Ended |
Jun. 30, 2014 | |
Mineral Properties [Abstract] | |
MINERAL PROPERTIES | NOTE 4 – MINERAL PROPERTIES |
During January, 2013, we engaged the services of Geomap Exploration Inc. to identify and stake certain mineral claims in an area in Quebec, Canada that has existing exploration for graphite being undertaken by adjacent companies. The staking has been completed and a total of 100 mineral claims have been staked for transfer to the Company. The mineral claims encompass an area of approximately 5,400 hectares (13,343 acres) in Quebec, Canada. They are located in the vicinity of an identified high grade graphite deposits, the Lac Gueret project belonging to Mason Graphite Corp., and new discoveries recently announced by Focus Graphite. Geologically, the property has mineralization similar to other graphite deposits/discoveries in the area. The mineral claims are in an area where the property has been designated by the Quebec Government for major economic, social and environmental development. The mineral claims are 100% owned by the Company with no royalty or net smelter return requirements. The Company had intended to undertake exploration programs on the mineral claims by the spring of 2014; however, it may undertake the exploration programs during the fall of 2014, dependent on finalizing additional funding and weather conditions. | |
The costs for staking of $7,179 and fees of $17,289 for geological services rendered to stake the claims were recorded as exploration expenses in the fiscal year ended June 30, 2013. | |
During the fiscal year ended June 30, 2014, the Company has not expended any funds on the claims. The Company is required to expend a total of $120,000 on the mining claims to remain in good standing before mid-January 2015. |
Prepaid_Expenses_and_Advances
Prepaid Expenses and Advances | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid Expenses and Advances [Abstract] | |||||||||
PREPAID EXPENSES AND ADVANCES | NOTE 5 – PREPAID EXPENSES AND ADVANCES | ||||||||
The following table provides detail of the Company’s prepaid expenses as of June 30, 2014 and June 30, 2013: | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
News releases | $ | 1,494 | $ | - | |||||
Advances related to technology agreement – Note 3 | 335,000 | 170,000 | |||||||
$ | 336,494 | $ | 170,000 | ||||||
Financing_Agreements
Financing Agreements | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Financing Agreements [Abstract] | |||||||||||||
FINANCING AGREEMENTS | NOTE 6 – FINANCING AGREEMENTS | ||||||||||||
(1) | Financing Agreement | ||||||||||||
On August 29, 2012, we entered into an Equity Based Financing Agreement with one non-US investor pursuant to which, the investor agreed to make available up to $2,500,000 by way of advances until August 29, 2013 (the “Completion Date”) in accordance with the terms of the agreement. The Completion Date may be extended for an additional term of up to twelve months at the option of our Company or the investor upon written notice on or before the Completion Date in accordance with the notice provisions of the Financing Agreement. We will issue, within ten (10) Banking Days following the date of the receipt by our Company of any advance under the agreement, shares of our common stock at a price equal to 80% of the average of the closing prices of our common stock for the preceding 5 Banking Days immediately preceding the date of the notice, as quoted on Yahoo Finance or other source of stock quotes as agreed to by the parties. | |||||||||||||
During the fiscal year ended June 30, 2013, the Company received amounts totaling $550,000 under the financing agreement by way of equity private placements for 781,250 shares of common stock at $0.64 per share and 65,736 shares of common stock at $0.76062, respectively. The agreement expired without agreement to extend and therefore the Company will have no further ability to draw down under the agreement.The shares were issued as follows: | |||||||||||||
Issue Date | Shares Issued | Value Per Share | Issuance Valuation | ||||||||||
September 4, 2012 | 781,250 | $ | 0.64 | $ | 500,000 | ||||||||
3-May-13 | 65,736 | $ | 0.76062 | $ | 50,000 | ||||||||
(2) | Private Placement Agreement | ||||||||||||
On May 9th and May 20th, 2013 respectively, we entered into two Private Placement Agreements, one with a U.S. investor and one with a non-US investor pursuant to which, the investors have funded a total of $85,000 by way of private placement units subscription agreements for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscribers to purchase one additional share of common stock at $0.75 per share within one year from the original date of the private placement. The 188,888 shares of common stock were issued as of September 30, 2013. | |||||||||||||
-3 | Securities Purchase Agreements (“SPA”) | ||||||||||||
SPA #1 | |||||||||||||
On September 9, 2013, the Company entered into securities purchase agreements (the “SPA”) to raise a total $600,000 with five accredited investors introduced by Palladium to the Company. Under the terms of the SPA, the purchasers subscribed for a total of 4,000,000 shares of the common stock of the Company at $0.15 per share and an equal number of warrants exercisable at $0.30 per share for a period of five years. Under the SPA the purchasers have the option to purchase up to an equal number of shares and warrants as those purchased on the initial closing for a period of nine months from the initial closing date. Each purchaser shall be entitled to one closing on the exercise of the subsequent closing option warrants have piggy back registration rights. Subject to no effective registration statement registering the warrants within 180 days after the initial exercise date of the warrants, then the warrants shall have a cashless exercise provision. The warrants further have exercise limitations of 4.99% as a beneficial ownership limitation which the holder may increase or decrease upon 61 days prior notice to the Company, however, the beneficial ownership limitation shall not exceed 9.99% of the number of shares held by the holder. | |||||||||||||
Under the terms of the SPA, the purchasers that hold outstanding stock or warrants at the time of any subsequent funding have the right to participate in any subsequent financing up to 100% of the subsequent financing on the terms negotiated with any funders for a period of eighteen months from the date of the SPA. Further, the shares of common stock issued under the SPA have a purchase price reset until the sooner of (i) the purchaser no longer holds and securities, and (ii) five years after the initial closing date whereby should the Company issue or sell any shares of common stock or any common stock equivalent at a price less than the per share purchase price(the Dilutive Financing”), then the Company shall issue additional shares of common stock to the purchasers who hold outstanding shares on the date of such Dilutive Financing for no additional consideration. The warrants also have a warrant dilution adjustment which requires the issuance of additional warrant shares to reflect any dilutive financing undertaken by the Company whereby the holders of any outstanding warrants shall receive additional warrants based on the price of the Dilutive Financing. | |||||||||||||
The gross proceeds from issuance of the common stock under the SPA were allocated, at the date of the transaction, based upon the common stock and warrant’s relative fair values. The Company obtained third-party valuations to assist in quantifying the relative fair value of the debt and equity components. As a result of the fact that the warrants include a full reset dilutive feature we have treated the warrants as a derivative liability as of issuance and revalue at each quarterly period thereafter until expiry. The fair value of the warrants was determined using a Monte Carlo Options Lattice model. | |||||||||||||
On March 14, 2014, the Company entered into a second financing under a Securities Purchase Agreement which is more particularly described below under SPA #2. Pursuant to SPA #2, the Company and the five subscribers of this financing entered into a waiver and consent whereby the five subscribers executed a waiver and consent in regard to their rights under SPA #1, whereby they waived the rights to receive any additional shares of common stock under the SPA #1 agreements and the right to receive additional warrants under the SPA #1 agreements and the Company and the five investors agreed to a re-pricing of the warrants issued under SPA #1 from an exercise price of $0.30 per share to $0.0724 per share. | |||||||||||||
On March 14, 2014 through March 21, 2014, the Company received notices and executed cashless exercise from the subscribers under the SPA#1. | |||||||||||||
Allocation of proceeds arising from the SPA #1 on the inception date is as follows: | |||||||||||||
Classification | Allocation | ||||||||||||
Common Stock (par value) | 4,000 | ||||||||||||
Paid-in Capital (Common Stock) | -647,455 | ||||||||||||
Derivative Liabilities (Warrants) | 1,243,455 | ||||||||||||
Proceeds | $ | 600,000 | |||||||||||
The following table summarizes the number of common shares indexed to the derivative financial instruments as of June 30, 2014: | |||||||||||||
September 9, | 14-Mar | June 30, | |||||||||||
2013 | 2014 | 2014 | |||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | 4,280,000 | 17,734,807 | - | ||||||||||
Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of the inception date is illustrated in the following tables: | |||||||||||||
Warrant Derivative | |||||||||||||
SPA Date | Reprising Date | Exercise Date | |||||||||||
(September 9, | (March 14, 2014) | (March 14, 2014 | |||||||||||
2013) | ~ March 21, 2014) | ||||||||||||
Warrants to purchase common stock: | |||||||||||||
Strike price | $ | 0.3 | $ | 0.074 | $ | 0.074 | |||||||
Volatility | 110 | % | 120.34 | % | 119.96% ~ 120.34% | ||||||||
Term (years) | 5 | 4.49 | 4.47 ~ 4.49 | ||||||||||
Risk-free rate | 1.71 | % | 1.55 | % | 1.55% ~ 1.75% | ||||||||
Dividends | - | - | - | ||||||||||
On June 30, 2014 as a result of the revaluation and exercises of the warrant derivatives the Company recorded a loss of $176,853 in respect of the change in the fair value of the warrant liability. | |||||||||||||
On March 14, 2014, the Company closed a financing with three subscribers, whom had been subscribers under SPA #1 as described above, whereby under this financing (SPA #2) the Company raised a total $300,000 with three accredited investors introduced by Palladium to the Company. Under the terms of the SPA #2, the purchasers subscribed for a total of 3,750,000 shares of the common stock of the Company at $0.08 per share and an equal number of warrants exercisable at $0.15 per share for a period of five years. Under the SPA #2 the purchasers have the option to purchase up to an equal number of shares and warrants as those purchased on the initial closing for a period of nine months from the initial closing date. Each purchaser shall be entitled to one closing on the exercise of the subsequent closing and option warrants have piggy back registration rights. Subject to no effective registration statement registering the warrants within 180 days after the initial exercise date of the warrants, then the warrants shall have a cashless exercise provision. The warrants further have exercise limitations of 9.99% as a beneficial ownership limitation which the holder may increase or decrease upon 61 days prior notice to the Company, however, the beneficial ownership limitation shall not exceed 9.99% of the number of shares held by the holder. | |||||||||||||
Under the terms of the SPA, the purchasers that hold outstanding stock or warrants at the time of any subsequent funding have the right to participate in any subsequent financing up to 100% of the subsequent financing on the terms negotiated with any funders for a period of eighteen months from the date of the SPA, Further, the shares of common stock issued under the SPA have a purchase price reset until the sooner of (i) the purchaser no longer holds and securities, and (ii) five years after the initial closing date whereby should the Company issue or sell any shares of common stock or any common stock equivalent at a price less than the per share purchase price (the Dilutive Financing”), then the Company shall issue additional shares of common stock to the purchasers who hold outstanding shares on the date of such Dilutive Financing for no additional consideration. The warrants also have a warrant dilution adjustment which requires the issuance of additional warrant shares to reflect any dilutive financing undertaken by the Company whereby the holders of any outstanding warrants shall receive additional warrants based on the price of the Dilutive Financing. | |||||||||||||
Allocation of proceeds arising from the SPA #2 on the inception date is as follows: | |||||||||||||
Classification | Allocation | ||||||||||||
Common Stock (par value) | 3,750 | ||||||||||||
Paid-in Capital (Common Stock) | -266,511 | ||||||||||||
Derivative Liabilities (Warrants) | 562,761 | ||||||||||||
Proceeds | $ | 300,000 | |||||||||||
The following table summarizes the number of common shares indexed to the derivative financial instruments as of June 30, 2014: | |||||||||||||
March 14, | June 30, | ||||||||||||
2014 | 2014 | ||||||||||||
3,7500,000 common stock purchase agreement dated March 14, 2014 | 3,750,000 | 3,750,000 | |||||||||||
Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of March 31, 2014 and March 14, 2014 are illustrated in the following tables: | |||||||||||||
Term (years) | |||||||||||||
Warrant Derivative | |||||||||||||
SPA Date | Revaluation Date | ||||||||||||
(March 14, | (June 30, | ||||||||||||
2014) | 2014) | ||||||||||||
Warrants to purchase common stock: | |||||||||||||
Strike price | $ | 0.15 | $ | 0.15 | |||||||||
Volatility | 120.34 | % | 121.01 | % | |||||||||
5 | 4.7 | ||||||||||||
Risk-free rate | 1.55 | % | 1.62 | % | |||||||||
Dividends | - | - | |||||||||||
On June 30, 2014 as a result of the revaluation of the warrant derivatives the Company recorded a gain of $7,932 in respect of the change in the fair value of the warrant liability. |
Commitments
Commitments | 12 Months Ended | ||
Jun. 30, 2014 | |||
Commitments [Abstract] | |||
COMMITMENTS | NOTE 7 – COMMITMENTS | ||
(1) | Investor Relations , Marketing Contracts and Consulting Agreements | ||
(i) | Rosevale Capital S.A. | ||
On April 21, 2013, effective as of April 15, 2013, American Graphite Technologies Inc. entered into an agreement with Rosevale Capital S.A. (“Rosevale”) whereby the Company has engaged Rosevale to provide investor relations and marketing services for the Company (the “Agreement”). The Agreement was for a term of six (6) months, up to and including the close of business on October 14, 2013. | |||
In consideration of services to be rendered under the agreement the Company was obligated to: | |||
a) | pay to Rosevale a fee in the amount of Two Thousand Five Hundred Dollars (USD$ 2,500) per month; | ||
b) | upon signing of the Agreement, pay Rosevale for the first three months of service in advance or $7,500; | ||
c) | reimburse Rosevale for all expenses and disbursements, including all reasonable travel expenses incurred by Rosevale in connection with the performance of Rosevale's duties which amount is not to exceed one thousand USD ($1,000USD) per any one matter. | ||
The Company paid $7,500 for the first three months of services during the fiscal year ended June 30, 2013. | |||
During the three month period ended September 30, 2013, the Company paid $7,500 for the second three months of services. The contract was paid in full as of September 30, 2013. | |||
(ii) | Investor Relations Contract | ||
On September 12, 2013 the Company entered into an agreement with an Investor Relations consulting firm whereby in consideration for management consulting, business advisory, shareholder information and public relations services, the Company agreed to pay $40,000 and issue 250,000 shares of restricted common stock. The $40,000 was paid in cash during the period ended September 30, 2013. During the period ended September 30, 2013 we issued 250,000 shares of our common stock valued at $0.168 per share, totaling $42,000, the fair market value of the shares on the date of issuance has been expensed as stock based compensation. | |||
(1) | Investor Relations , Marketing Contracts and Consulting Agreements (continued) | ||
(iii) | Verge Consulting, LLC | ||
On March 14, 2014, the Company entered into a consulting agreement with Verge Consulting, LLC. (“Verge”) whereby Verge will provide the Company with services to include a public relations campaign for interviews and multi-media material, research reports, press releases, social media campaign, newsletter writers, and other information as determined by the Company and Verge. The agreement is for a term of three months. The Company issued to Verge a total of 312,500 shares of common stock at $0.145 per, totaling $45,313, the fair market value of the shares on the date of agreement has been expensed as stock based compensation, as payment under the agreement. | |||
(2) | Agency Agreements | ||
(i) | Carter Terry | ||
On May 20, 2013, American Graphite Technologies Inc. entered into an agency agreement with Carter Terry & Company (“CT”) whereby the Company engaged CT to act as a non-exclusive financial advisor investment bank and placement agent on a “best efforts” basis for a period of twelve months, with an option to extend for an additional six months. CT is to assist the Company in one or more capital raises which might result in a private placement, merger, acquisition, sale of assets, sale of common stock, sale of ownership interest or any other financial transaction. The Company is seeking to raise additional investment capital to fund its current projects. | |||
In consideration of CT entering into the agreement, the Company is required to: | |||
a) | pay to CT a fee by way of 75,000 restricted shares of the common stock of the Company; | ||
b) | pay a success fee by way of cash consideration of 10% of the amount for any capital raised other than an equity line and 4% cash consideration for an equity line or equity enhanced program and pay an amount of restricted shares equal to 10,000 shares per $100,000 of capital raise for a period of two years. The shares will have piggy back registration rights. | ||
The Company shall also be responsible for the payment of any expenses related to the entry into and drafting of any documents as required, subject to prior approval on any expenditures exceeding $2,500. | |||
During the fiscal year ended June 30, 2013, we issued 75,000 shares of our common stock valued at $0.59 per, totaling $44,250, which was the fair market value of the shares on the date of issuance and has been expensed as stock based compensation. | |||
(ii) | Palladium Capital Advisors, LLC | ||
On August 12, 2013, the Company entered into a Placement Agent Agreement with Palladium Capital Advisors, LLC (“Palladium”) whereby Palladium agreed to act as the Company’s non-exclusive agent in a private placement or similar unregistered transaction of equity or equity-linked securities of the Company. The Agreement is for a period of twelve months from the date of execution. The Company shall pay to Palladium, upon the closing of each transaction with investors, (i) seven percent (7%) of the aggregate consideration raised in each closing in cash; (ii) three percent (3%) of the aggregate consideration in shares of the Company’s common stock, calculated based upon the price of the common stock as offered in each transaction; and (iii) warrants to purchase seven (7%) of the Company’s common stock at each closing, identical to any warrants issued to investors. The foregoing fees are payable for any sale of securities during the twelve month term or within twenty-four months thereafter with respect to investors identified by Palladium. The Company is further required to pay expenses incurred by Palladium, including the fees and expenses of its legal counsel and any advisor retained by Palladium. Fees and expenses in excess of $15,000 require prior written authorization from the Company. | |||
On September 9, 2013, the Company closed a financing with five subscribers (ref note 6(3)) and paid to Palladium cash consideration of $42,000, share consideration by way of the issuance of 120,000 shares of common stock of the Company and issued a total of 280,000 stock purchase warrants, each warrant exercisable at $0.30 per share for a period of five years from the date of issuance. On March 14, 2014, the exercise price of the warrants was reduced to $0.0724 per share. | |||
On March 14, 2014, the Company closed a financing with three subscribers (ref note 6(3) and paid to Palladium Capital Advisers, LLC (“Palladium”), cash consideration of $21,000, share consideration by way of the issuance of 112,500 shares of common stock of the Company and the issuance of a total of 262,500 stock purchase warrants, each warrant exercisable at $0.15 per share for a period of five years from the date of issuance. |
Capital_Stock
Capital Stock | 12 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 8 – CAPITAL STOCK |
On July 18, 2012, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par value of $0.001 on the basis of a 125:1 forward split of our issued and outstanding shares of common stock. All references to shares and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis. | |
On June 11, 2012, a director of the Company returned a total of 1,455,000,000 shares for cancellation. Due to the fact that the shares under this agreement have been cancelled for no consideration to reduce the number of shares outstanding, the Company considered the change in capital structure from the cancellation a reverse stock split. In accordance with SAB Topic 4.c, the Company recorded the cancellation retroactively. | |
On September 5, 2012, we issued 781,250 shares of our common stock at a price of $0.64 per share, pursuant to the closing of a private placement, for gross proceeds of $500,000. The private placement was undertaken pursuant to a financing agreement that we entered into on August 29, 2012 (see now note 6(1) above). | |
On May 3, 2013, we issued 65,736 shares of our common stock at a price of $0.76062 per share, pursuant to the closing of a private placement, for gross proceeds of $50,000. The private placement was undertaken pursuant to a financing agreement that we entered into on August 29, 2012 (see Note 6 (1) above). | |
On May 9th and May 20th, 2013 respectively, we entered into two Private Placement Agreements, one with a U.S. investor and one with a non-US investor pursuant to which, the investors have funded a total of $85,000 by way of private placement units subscription agreements for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscribers to purchase one additional share of common stock at $0.75 per share within one year from the original date of the private placement. | |
On May 20, 2013, we issued 75,000 shares of our common stock valued at $0.59 per share, totaling $44,250, the fair market value of the shares on the date of issuance, pursuant to the agency agreement (see Note 7(2)(i) above). | |
On July 11, 2013 we issued total of 188,888 units at a price of $0.45 per unit in connection with the private placements accepted on May 9 and May 20th 2013. | |
On September 9, 2013, the Company issued a total of 4,000,000 shares of the common stock of the Company at $0.15 per share and an equal number of warrants exercisable at $0.30 per share for a period of five years for gross proceeds of $600,000. On March 14, 2014, the exercise price of the warrants was reduced to $0.0724 per share. (see Note 6(3) above) | |
On September 12, 2013, the Company issued a total of 120,000 shares of the common stock of the Company at par value and an equal number of warrants exercisable at $0.30 per share for a period of five years under the placement agent agreement. On March 14, 2014, the exercise price of the warrants was reduced to $0.0724 per share. (see Note 7(2)(ii) above). | |
On September 16, 2013 the Company issued 250,000 shares of restricted common stock valued at $0.168 per share, totaling $42,000, the fair market value of the shares on the date of issuance, pursuant to the Investor Relations agreement (see Note 7(1)(ii) above). | |
On March 14, 2014, the Company issued a total of 3,750,000 shares of the common stock of the company at $0.08 per share and an equal number of warrants exercisable at $0.15 per share for a period of five years for gross proceeds of $300,000. (see Note 6(3) above) | |
On March 14, 2014, the Company issued a total of 112,500 shares of the common stock of the Company at par value and an equal number of warrants exercisable at $0.15 per share for a period of five years under the placement agent agreement. See Note 7(2)(ii) above). | |
On March 14, 2014, the Company issued a total of 312,500 restricted shares of common stock to Verge as required under the consulting agreement. See Note 7(1)(iii) above). | |
During March 14, 2014 through March 21, 2014, the Company issued a total of 8,989,974 shares of common stock for cashless exercise warrants under share purchase agreement dated September 9, 2013. | |
As of June 30, 2014, 96,083,348 shares of common stock were issued and outstanding. |
Stock_Options
Stock Options | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||
STOCK OPTIONS | NOTE 9 – STOCK OPTIONS | ||||||||||
On July 30, 2012, the Company entered into two 12-month Consulting Services and Finder’s Fee Agreements (the “Consulting Agreements”) with third parties. The Consulting Agreements require the consultants to provide to the Company, customized problem and opportunity research, new business or services development, strategy development and refinements, acquisition assistance, marketing and investor relation services and the Company is required to grant to each of the consultants a total of 150,000 stock options vesting immediately and exercisable at $0.25 per share. The Company granted 300,000 stock options which have vested. The stock options expired on September 30, 2013 which was 60 days after the termination of the Consulting Agreements. | |||||||||||
The following table summarizes information concerning stock options as of June 30, 2014: | |||||||||||
30-Jun-14 | 30-Jun-13 | ||||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | ||||||||
$ | $ | ||||||||||
Outstanding at beginning of the year | 300,000 | 0.25 | - | - | |||||||
Granted | - | - | 300,000 | 0.25 | |||||||
Exercised | - | - | - | - | |||||||
Expired or cancelled | -300,000 | -0.25 | - | - | |||||||
Outstanding at end of period | - | - | 300,000 | 0.25 | |||||||
The Company recognized stock-based compensation of $187,200 in the fiscal year ended June 30, 2013. | |||||||||||
Valuation Assumptions | |||||||||||
The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends. | |||||||||||
Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when options are given for service without further recourse. The Company issued stock options to contractors to provide services to the Company during the fiscal year. However, the stock options have already been granted to the service providers and there is no claw back provision in the options if services are not performed. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of compensation for services to be rendered with no recourse. | |||||||||||
The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the fiscal year ended June 30, 2013: | |||||||||||
Options Granted | |||||||||||
30-Jul-12 | |||||||||||
Fair value of options granted | $ | 0.85 | |||||||||
Assumptions used: | |||||||||||
Expected life (years) (a) | 1 | ||||||||||
Risk free interest rate (b) | 0.18 | % | |||||||||
Volatility (c) | 111 | % | |||||||||
Dividend yield (d) | 0 | % | |||||||||
a) | Expected life: The expected term of options granted is determined using the “shortcut” method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. | ||||||||||
b) | Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options. | ||||||||||
c) | Volatility: The expected volatility of the Company’s common stock is calculated by using the historical daily volatility of the Company’s stock price calculated over a period of time representative of the expected life of the options. | ||||||||||
d) | Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock. |
Share_Purchase_Warrants
Share Purchase Warrants | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Share Purchase Warrants Abstract | |||||||||
SHARE PURCHASE WARRANTS | NOTE 10 – SHARE PURCHASE WARRANTS | ||||||||
On May 9th and May 20th, 2013 respectively, we entered into two Private Placement Agreements, one with a U.S. investor and one with a non-US investor pursuant to which, the investors have funded a total of $85,000 by way of a private placement units subscription agreement for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscriber to purchase one additional share of common stock at $0.75 per share within one year from the original date of the private placement. | |||||||||
On September 9, 2013, the Company entered into securities purchase agreements (the “SPA”) to raise a total $600,000 with five accredited investors introduced by Palladium to the Company. Under the terms of the SPA, the purchasers subscribed for a total of 4,000,000 shares of the common stock of the Company at $0.15 per share and an equal number of warrants exercisable at $0.30 per share for a period of five years. On March 14, 2014, the warrants were re-priced at $0.0724 per share. (see note 6(3) above). | |||||||||
On September 12, 2013, the Company issued total of 120,000 shares of the common stock of the Company at par value and an equal number of warrants exercisable at $0.30 per share for a period of five years under the placement agent agreement. On March 14, 2014, the warrants were re-priced at $0.0724 per share. (see Note 7(2)(ii))above). | |||||||||
On March 14, 2014, the Company entered into securities purchase agreements (the “SPA #2”) to raise a total $300,000 with three accredited investors introduced by Palladium to the Company. Under the terms of the SPA, the purchasers subscribed for a total of 3,750,000 shares of the common stock of the Company at $0.08 per share and an equal number of warrants exercisable at $0.15 per share for a period of five years. (see note 6(3) above). | |||||||||
On March 14, 2014, the Company issued total of 262,500 warrants exercisable at $0.15 per share for a period of five years under the placement agent agreement. see Note 7(2)(ii))above). | |||||||||
On March 14, 2014 through March 21, 2014 the Company received notices and executed cashless exercise warrants from the subscribers under the SPA#1. | |||||||||
As at June 30, 2014, the Company had the following warrants outstanding: | |||||||||
Exercise | Expiry | Weighted Average Remaining Contractual Life (Years) | Outstanding | Issued | Exercised | Waived | Expired | ||
Price | Date | at | Outstanding | ||||||
June 30, 2013 | at | ||||||||
30-Jun-14 | |||||||||
$0.75 | 9-May-14 | 0.1 | 88,888 | - | - | 88,888 | - | ||
$0.75 | 20-May-14 | 0.14 | 100,000 | - | - | 100,000 | - | ||
$0.07 | 4-Sep-18 | - | - | 16,574,586 | 8,401,960 | 8,172,626 | - | - | |
$0.07 | 12-Sep-18 | - | - | 1,160,221 | 588,014 | 572,207 | - | - | |
$0.15 | 14-Mar-19 | 4.95 | - | 4,012,500 | - | - | 4,012,500 | ||
188,888 | 21,747,307 | 8,989,974 | 8,744,833 | 188,888 | 4,012,500 |
Short_Term_Loan
Short Term Loan | 12 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOAN | NOTE 11 – SHORT TERM LOAN |
On June 20, 2012, the Company received funds from a third party in the amount of $40,000. | |
During the fiscal year ended June 30, 2013, the Company repaid in full in the amount of $40,876, which included the principal amount of $40,000 and accrued interest of $876, based on 10% per annum as agreed to between the Company and the lender. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS |
On May 1, 2012, the Company entered into a consulting agreement with Rick Walchuk, a director of the Company, for management services. The consulting agreement became effective as of May 1, 2012 and shall continue to May 1, 2015. Under the consulting agreement, the Company shall pay $2,500 a month for the first six months, $5,000 a month for the next six months and $7,500 for the balance of the agreement payable on the 1st of each month. During the fiscal year ended June 30, 2014 and June 30, 2013, Mr. Walchuk invoiced the company for the services in the amount of $90,000 and $55,000, respectively. As at June 30, 2014, no amounts are owing to Mr. Walchuk. | |
On December 13, 2013, the Board of Directors of the Company appointed Con Evan Anast to the Board of Directors of the Company. | |
On December 15, 2013, the Company entered into a consulting agreement with Mr. Anast for the provision of services to the Company as Secretary and management consultant. Under the terms of the consulting agreement, Mr. Anast has agreed to provide a minimum of 40 hours per month to the Company’s business operations. The contract is for a term of three years commencing on December 15, 2013 for a monthly consulting fee of $5,000 per month, of which a total of $2,000 is payable and $3,000 per month is to be accrued monthly. Effective May 1, 2014 it was agreed that Mr. Anast would be paid $3,000 per month and $2,000 would be accrued as a result of increased hours required to be devoted to corporate efforts. During the fiscal year ended June 30, 2014, Mr. Anast invoiced the company for the services in the amount of $32,900, of which a total of $9,160 was paid in full as of June 30, 2014 and $23,740 is accrued. |
Provision_for_Income_Taxes
Provision for Income Taxes | 12 Months Ended |
Jun. 30, 2014 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 13 – PROVISION FOR INCOME TAXES |
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. | |
Operating loss carry-forwards generated during the period from June 1, 2010 (date of inception) through June 30, 2014 of approximately $810,545, will begin to expire in 2030. The Company applies a statutory income tax rate of 35%. | |
Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $283,690 at June 30, 2014. For the nine month periods ended June 30, 2014 and 2013, the valuation allowance increased by approximately $140,053 and $156,827, respectively. | |
The Company has no tax positions at June 30, 2014, or June 30, 2013, for which the ultimate deductibility is highly uncertain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception. | |
The tax returns for the years from July 1, 2010 to June 30, 2013 are subject to examination by the Internal Revenue Service. |
Other_Events
Other Events | 12 Months Ended |
Jun. 30, 2014 | |
Other Events [Abstract] | |
OTHER EVENTS | NOTE 14 – OTHER EVENTS |
On April 28, 2014, Rick Walchuk, a director of our company was arrested in Palaio Faliro, Greece under an international arrest warrant issued in connection with claims asserted against Mr. Walchuk by the United States District Court for the Eastern District of Pennsylvania, in regards to an unaffiliated company. Mr. Walchuk has not been found guilty of any claim asserted against him and denies any allegations against him. Mr. Walchuk intends to vigorously defend all claims asserted against him and presently remains in custody in the State of Pennsylvania awaiting the commencement of hearings set for October 20, 2014. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS |
On October 8, 2014, Rick Walchuk resigned from all officer positions and remains as a director of the Company. Concurrently, the Company appointed Con Evan Anast as its President, Chief Executive Officer, Chief Financial Officer and Treasurer. | |
CTI has provided the Company with a notice claiming that additional payments are due under the terms of the agreement with them. The Company has responded advising that all payments required pursuant to the terms of the agreement have been paid in full. | |
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no subsequent events to disclose. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||
The financial statements present the balance sheets and statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. | |||||||||||||
Use of Estimates and Assumptions | Use of Estimates and Assumptions | ||||||||||||
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||||||||||||
Warrants | Warrants | ||||||||||||
We account for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 “Derivatives and Hedging – Contracts in Entity’s Own Equity” (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. We classify derivative warrant liabilities on the balance sheet as a current liability, which is revalued at each balance sheet date, subsequent to the initial issuance. We use the Monte Carlo Options Lattice model, depending on the applicable terms of the warrant agreement, to value the derivative warrant liabilities. Changes in the fair value of the warrants are reflected in the statement of operations as “Change in the fair value of warrant liability.” See, Note 6 – financial agreement – (3) Securities Purchase Agreement, for a detailed description of our accounting for derivative warrant liabilities. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Accounting guidance now codified as FASB ASC Topic 740-20, “Income Tax – Intra-period Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. | |||||||||||||
Net Loss per Share | Net Loss per Share | ||||||||||||
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||||||||||
The Company had the following potential common stock equivalents at June 30, 2014: | |||||||||||||
Warrants | 4,012,500 | ||||||||||||
Since the Company reflected a net loss in in fiscal year ended June 30, 2014 and 2013, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |||||||||||||
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |||||||||||||
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |||||||||||||
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |||||||||||||
As set forth in the Statement of Financial Accounting Standard No. 820-10-35-37 Fair Value in Financial Instruments (previously and herein referenced as “157”) to increase consistency, a fair value hierarchy was developed to rank the reliability of inputs that reflect assumptions, used as a basis for determining fair value. FAS 157 emphasizes that valuation techniques (income, market, and cost) used to measure the fair value of an asset or liability should maximize the use of observable inputs, that is, inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. The FAS 157 accounting standard requires companies use actual market data, when available or models, when unavailable. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available, except when it might not represent fair value at the measurement date. When using models, FAS 157 provides guidance on appropriate valuation techniques and addresses the inherent valuation issue of risk. A fair value measurement should include an adjustment for risk if market participants would include one in pricing the related asset or liability, even if the adjustment is difficult to determine. | |||||||||||||
We analyzed the derivative financial instruments, in accordance with EITF 07-05 and FAS 133. EITF 07-5 is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. It should be applied to outstanding instruments as of the beginning of the fiscal year in which it is adopted. Any adjustment would be recognized in the opening balance of retained earnings. The objective of EITF 07-5 is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of FAS 133 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A nonderivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. | |||||||||||||
Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be | |||||||||||||
exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. In determining the fair value of the derivatives we assumed that the Company’s business would be conducted as a going concern. These derivative liabilities will need to be marked-to-market each quarter with the change in fair value recorded in the income statement. The FASB and IRS have provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. Our opinion of Fair Value relied on a “value in use” or “going concern” premise. To properly apply this fair value standard, we gave consideration to the Holder’s intentions regarding whether or not the Securities purchased were to be held, sold, or abandoned. Our analysis also reflects assumptions that would be made by market participants if these market participants were to buy or sell each identified asset on an individual basis. | |||||||||||||
The Warrants issued with debt contain derivatives and require accounting under FAS 133 until exercised or expired. The derivative liability is marked to market each subsequent reporting period. | |||||||||||||
The following table summarizes the components of the derivate liabilities: | |||||||||||||
Warrant liability: | June 30, | March 14, | September 9, | ||||||||||
2014 | 2014 | 2013 | |||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 * | $ | - | $ | 1,482,326 | $ | 1,243,455 | |||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 554,828 | 562,761 | - | ||||||||||
$ | 554,828 | $ | 2,045,087 | $ | 1,243,455 | ||||||||
*On March 14, 2014, the 3 subscribers, who were subscribers in an offering undertaken by the Company on September 9, 2013, along with 2 subscribers that did not elect to participate in this offering, executed a waiver and consent in regard to their rights under the September 9, 2013 offering (the “Original SPA”), whereby they waived the rights to receive any additional shares of common stock under the Original SPA agreements and the Company and the 5 investors agreed to a re-pricing of the warrants issued under the Original SPA from an exercise price of $0.30 per share to $0.0724 per share and that such reduction of the Exercise Price was deemed a reduction in connection with a Dilutive Issuance (as defined in the Warrants) and the number of Warrant Shares that may be purchased upon exercise of the Warrants increased. On March 14, 2014 through March 21, 2014, the Company received notices and executed cashless exercise from the subscribers under the Original SPA. | |||||||||||||
The following table summarizes the number of common shares indexed to the derivative financial instruments as of June 30, 2014: | |||||||||||||
Warrant | |||||||||||||
Derivatives | |||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | - | ||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 4,012,500 | ||||||||||||
4,012,500 | |||||||||||||
The following table summarizes the effects on our income (expense) associated with changes in the fair values of our derivative financial instruments by type of financing: | |||||||||||||
Fiscal Year ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | ||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | 176,853 | $ | - | |||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | (7,932 | ) | - | ||||||||||
$ | 168,921 | $ | |||||||||||
Related Parties | Related Parties | ||||||||||||
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. | |||||||||||||
Stock-based Compensation | Stock-based Compensation | ||||||||||||
Stock-based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable. | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. | |||||||||||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||
Schedule of potential common stock | Warrants | 4,012,500 | |||||||||||
Schedule of derivative liabilities, fair value | |||||||||||||
Warrant liability: | June 30, | March 14, | September 9, | ||||||||||
2014 | 2014 | 2013 | |||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 * | $ | - | $ | 1,482,326 | $ | 1,243,455 | |||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 554,828 | 562,761 | - | ||||||||||
$ | 554,828 | $ | 2,045,087 | $ | 1,243,455 | ||||||||
*On March 14, 2014, the 3 subscribers, who were subscribers in an offering undertaken by the Company on September 9, 2013, along with 2 subscribers that did not elect to participate in this offering, executed a waiver and consent in regard to their rights under the September 9, 2013 offering (the “Original SPA”), whereby they waived the rights to receive any additional shares of common stock under the Original SPA agreements and the Company and the 5 investors agreed to a re-pricing of the warrants issued under the Original SPA from an exercise price of $0.30 per share to $0.0724 per share and that such reduction of the Exercise Price was deemed a reduction in connection with a Dilutive Issuance (as defined in the Warrants) and the number of Warrant Shares that may be purchased upon exercise of the Warrants increased. On March 14, 2014 through March 21, 2014, the Company received notices and executed cashless exercise from the subscribers under the Original SPA. | |||||||||||||
Schedule in number of common shares derivative financial instruments | |||||||||||||
Warrant | |||||||||||||
Derivatives | |||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | - | ||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 4,012,500 | ||||||||||||
4,012,500 | |||||||||||||
Schedule of changes in fair values of derivative financial instruments | |||||||||||||
Fiscal Year ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | ||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | 176,853 | $ | - | |||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | (7,932 | ) | - | ||||||||||
$ | 168,921 | $ |
Prepaid_Expenses_and_Advances_
Prepaid Expenses and Advances (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid Expenses and Advances [Abstract] | |||||||||
Schedule of prepaid expenses | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
News releases | $ | 1,494 | $ | - | |||||
Advances related to technology agreement – Note 3 | 335,000 | 170,000 | |||||||
$ | 336,494 | $ | 170,000 |
Financing_Agreements_Tables
Financing Agreements (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Schedule of issuance of shares | |||||||||||||
Issue Date | Shares Issued | Value Per Share | Issuance Valuation | ||||||||||
September 4, 2012 | 781,250 | $ | 0.64 | $ | 500,000 | ||||||||
3-May-13 | 65,736 | $ | 0.76062 | $ | 50,000 | ||||||||
Schedule of valuation Assumptions | |||||||||||||
Options Granted | |||||||||||||
30-Jul-12 | |||||||||||||
Fair value of options granted | $ | 0.85 | |||||||||||
Assumptions used: | |||||||||||||
Expected life (years) (a) | 1 | ||||||||||||
Risk free interest rate (b) | 0.18 | % | |||||||||||
Volatility (c) | 111 | % | |||||||||||
Dividend yield (d) | 0 | % | |||||||||||
SPA #1 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Schedule of allocation of proceeds | |||||||||||||
Classification | Allocation | ||||||||||||
Common Stock (par value) | 4,000 | ||||||||||||
Paid-in Capital (Common Stock) | -647,455 | ||||||||||||
Derivative Liabilities (Warrants) | 1,243,455 | ||||||||||||
Proceeds | $ | 600,000 | |||||||||||
Summarizes of number of common shares indexed to the derivative financial instruments | |||||||||||||
September 9, | 14-Mar | June 30, | |||||||||||
2013 | 2014 | 2014 | |||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | 4,280,000 | 17,734,807 | - | ||||||||||
Schedule of valuation Assumptions | |||||||||||||
Warrant Derivative | |||||||||||||
SPA Date | Reprising Date | Exercise Date | |||||||||||
(September 9, | (March 14, 2014) | (March 14, 2014 | |||||||||||
2013) | ~ March 21, 2014) | ||||||||||||
Warrants to purchase common stock: | |||||||||||||
Strike price | $ | 0.3 | $ | 0.074 | $ | 0.074 | |||||||
Volatility | 110 | % | 120.34 | % | 119.96% ~ 120.34% | ||||||||
Term (years) | 5 | 4.49 | 4.47 ~ 4.49 | ||||||||||
Risk-free rate | 1.71 | % | 1.55 | % | 1.55% ~ 1.75% | ||||||||
Dividends | - | - | - | ||||||||||
SPA #2 | |||||||||||||
Derivative [Line Items] | |||||||||||||
Schedule of allocation of proceeds | \ | ||||||||||||
Classification | Allocation | ||||||||||||
Common Stock (par value) | 3,750 | ||||||||||||
Paid-in Capital (Common Stock) | -266,511 | ||||||||||||
Derivative Liabilities (Warrants) | 562,761 | ||||||||||||
Proceeds | $ | 300,000 | |||||||||||
Summarizes of number of common shares indexed to the derivative financial instruments | |||||||||||||
March 14, | June 30, | ||||||||||||
2014 | 2014 | ||||||||||||
3,7500,000 common stock purchase agreement dated March 14, 2014 | 3,750,000 | 3,750,000 | |||||||||||
Schedule of valuation Assumptions | |||||||||||||
Warrant Derivative | |||||||||||||
SPA Date | Revaluation Date | ||||||||||||
(March 14, | (June 30, | ||||||||||||
2014) | 2014) | ||||||||||||
Warrants to purchase common stock: | |||||||||||||
Strike price | $ | 0.15 | $ | 0.15 | |||||||||
Volatility | 120.34 | % | 121.01 | % | |||||||||
Term (years) | 5 | 4.7 | |||||||||||
Risk-free rate | 1.55 | % | 1.62 | % | |||||||||
Dividends | - | - | |||||||||||
Stock_Option_Table
Stock Option (Table) | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||
Schedule of stock options | |||||||||||
30-Jun-14 | 30-Jun-13 | ||||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | ||||||||
$ | $ | ||||||||||
Outstanding at beginning of the year | 300,000 | 0.25 | - | - | |||||||
Granted | - | - | 300,000 | 0.25 | |||||||
Exercised | - | - | - | - | |||||||
Expired or cancelled | -300,000 | -0.25 | - | - | |||||||
Outstanding at end of period | - | - | 300,000 | 0.25 | |||||||
Schedule of stock option valuation assumptions | |||||||||||
Options Granted | |||||||||||
30-Jul-12 | |||||||||||
Fair value of options granted | $ | 0.85 | |||||||||
Assumptions used: | |||||||||||
Expected life (years) (a) | 1 | ||||||||||
Risk free interest rate (b) | 0.18 | % | |||||||||
Volatility (c) | 111 | % | |||||||||
Dividend yield (d) | 0 | % |
Share_Purchase_Warrants_Tables
Share Purchase Warrants (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Share Purchase Warrants Abstract | |||||||||
Schedule of warrants outstanding | Exercise | Expiry | Weighted Average Remaining Contractual Life (Years) | Outstanding | Issued | Exercised | Waived | Expired | |
Price | Date | at | Outstanding | ||||||
30-Jun-13 | at | ||||||||
30-Jun-14 | |||||||||
$0.75 | 9-May-14 | 0.1 | 88,888 | - | - | 88,888 | - | ||
$0.75 | 20-May-14 | 0.14 | 100,000 | - | - | 100,000 | - | ||
$0.07 | 4-Sep-18 | - | - | 16,574,586 | 8,401,960 | 8,172,626 | - | - | |
$0.07 | 12-Sep-18 | - | - | 1,160,221 | 588,014 | 572,207 | - | - | |
$0.15 | 14-Mar-19 | 4.95 | - | 4,012,500 | - | - | 4,012,500 | ||
188,888 | 21,747,307 | 8,989,974 | 8,744,833 | 188,888 | 4,012,500 | ||||
Nature_of_Opertions_and_Basis_1
Nature of Opertions and Basis of Presentation (Details) (USD $) | 12 Months Ended | 49 Months Ended | 0 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 11, 2012 | 23-May-12 | Jul. 18, 2012 | |
Nature of Opertions and Basis of Presentation (Textual) | ||||||
Net loss | ($722,123) | ($575,384) | $1,288,989 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, shares issued | 96,083,348 | 78,359,486 | 96,083,348 | |||
Common stock, shares outstanding | 96,083,348 | 78,359,486 | 96,083,348 | |||
Common stock, par value | $0.00 | $0.00 | $0.00 | |||
Accumulated deficit | 1,396,967 | 674,844 | 1,396,967 | |||
Minimum [Member] | ||||||
Nature of Opertions and Basis of Presentation (Textual) | ||||||
Common stock, shares authorized | 75,000,000 | |||||
Common stock, shares issued | 619,500 | |||||
Common stock, shares outstanding | 619,500 | |||||
Common stock, par value | $0.00 | |||||
Maximum [Member] | ||||||
Nature of Opertions and Basis of Presentation (Textual) | ||||||
Common stock, shares authorized | 200,000,000 | |||||
Common stock, shares issued | 77,437,500 | |||||
Common stock, shares outstanding | 77,437,500 | |||||
Common stock, par value | $0.00 | |||||
Board of Directors [Member] | ||||||
Nature of Opertions and Basis of Presentation (Textual) | ||||||
Stock split exchange ratio | Exchange ratio of one hundred and twenty-five (125) for one (1) (the "Forward Split") | |||||
Rick Walchuk [Member] | ||||||
Nature of Opertions and Basis of Presentation (Textual) | ||||||
Number of shares acquired | 12,000,000 | |||||
Aggregate amount of shares acquired | $350,000 | |||||
Percentage of shares acquired | 98.00% | |||||
Common stock cancelled | 11,640,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Warrant [Member], USD $) | Jun. 30, 2014 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Derivative Liability | $4,012,500 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | Jun. 30, 2014 | Mar. 14, 2014 | Sep. 09, 2013 | Jun. 30, 2013 |
Warrant liability | ||||
Derivative warrant liabilities | $554,828 | $2,045,087 | $1,243,455 | |
Warrant [Member] | ||||
Warrant liability | ||||
Derivative warrant liabilities | 554,828 | 2,045,087 | 1,243,455 | |
Warrant [Member] | 4,000,000 common stock purchase agreement dated September 9, 2013 | ||||
Warrant liability | ||||
Derivative warrant liabilities | 1,482,326 | 1,243,455 | ||
Warrant [Member] | 3,750,000 common stock purchase agreement dated March 14, 2014 | ||||
Warrant liability | ||||
Derivative warrant liabilities | $554,828 | $562,761 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | Jun. 30, 2014 |
Warrant [Member] | |
Derivatives, Fair Value [Line Items] | |
Warrant Derivatives | $4,012,500 |
4,000,000 common stock purchase agreement dated September 9, 2013 | |
Derivatives, Fair Value [Line Items] | |
Warrant Derivatives | |
3,750,000 common stock purchase agreement dated March 14, 2014 | |
Derivatives, Fair Value [Line Items] | |
Warrant Derivatives | $4,012,500 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Derivatives, Fair Value [Line Items] | ||
Fair Value Adjustment of Warrants | $168,921 | |
4,000,000 common stock purchase agreement dated September 9, 2013 | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Adjustment of Warrants | 176,853 | |
3,750,000 common stock purchase agreement dated March 14, 2014 | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Adjustment of Warrants | ($7,932) |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Mar. 14, 2014 | Sep. 09, 2013 | Jun. 30, 2014 | |
investors | Subscribers | ||
Subscribers | |||
Summary Of Significant Accounting Policies (Textual) | |||
Number of subscribers participating. | 3 | ||
Number of subscribers not participating. | 2 | ||
Number of investors | 5 | ||
Recent accounting pronouncements description | The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. | ||
Purchase date under agreement | 14-Mar-14 | 9-Sep-13 | |
Warrant Liability [Member] | |||
Summary Of Significant Accounting Policies (Textual) | |||
Common stock purchase agreement | 3,750,000 | 4,000,000 | |
Warrant Derivatives [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | |||
Summary Of Significant Accounting Policies (Textual) | |||
Warrants exercise price | 0.0724 | ||
Warrant Derivatives [Member] | Minimum [Member] | Securities Purchase Agreement [Member] | |||
Summary Of Significant Accounting Policies (Textual) | |||
Warrants exercise price | 0.3 |
Technology_Agreements_Details
Technology Agreements (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Apr. 01, 2014 | Jan. 01, 2014 | Oct. 01, 2013 | Apr. 01, 2013 | Jan. 01, 2013 | Jul. 31, 2013 | |
Technology Agreements (Textual) | ||||||||
Payments to Cheap Tubes | $250,000 | |||||||
Prepaid expenses | 335,000 | 170,000 | ||||||
Research and development expenditures | 45,601 | |||||||
Terms of license agreement. | 18 months | |||||||
Technology Agreements [Member] | ||||||||
Technology Agreements (Textual) | ||||||||
Payments to Cheap Tubes | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | ||
Technology development agreement, Description | As consideration for funding, we will receive 40% of the Net Sales Revenue for Bucky Paper until the amount we have received equals our capital investment regardless of whether we, Cheap Tubes or CTI are the ultimate vendors on the sale. Thereafter, we will receive 30% of our capital investment until such time as we have received an amount equal to 20% of the capital invested, 25% for the next five years and 20% for the remaining five years, at which time all obligations to us from Cheap Tubes or CTI shall cease. | |||||||
Prepaid expenses | 335,000 | |||||||
Project costs | 42,697 | |||||||
Research and development expenditures | $44,832 |
Mineral_Properties_Details
Mineral Properties (Details) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Acres | |
Hectares | |
MineralClaims | |
Mineral Properties [Abstract] | |
Number of mineral claims | 100 |
Area of claim, Hectares | 5,400 |
Area of claim, Acres | 13,343 |
Costs for staking | $7,179 |
Exploration expenses | 17,289 |
Total cost for mining claims | $120,000 |
Prepaid_Expenses_and_Advances_1
Prepaid Expenses and Advances (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Prepaid Expenses and Advances [Abstract] | ||
News releases | $1,494 | |
Advances related to technology agreement - Note 3 | 335,000 | 170,000 |
Total prepaid expenses | $336,494 | $170,000 |
Financing_Agreements_Details
Financing Agreements (Details) (USD $) | 0 Months Ended | |||
3-May-13 | Sep. 04, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | |
Financing Agreements [Abstract] | ||||
Shares Issued | 65,736 | 781,250 | ||
Value Per Share | $0.00 | $0.00 | ||
Issuance Valuation | $50,000 | $500,000 |
Financing_Agreements_Details_1
Financing Agreements (Details 1) (USD $) | 12 Months Ended | 0 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 09, 2013 | Mar. 14, 2014 | |
Derivative [Line Items] | ||||
Common Stock (par value) | $799,500 | $635,000 | ||
SPA #1 | ||||
Derivative [Line Items] | ||||
Common Stock (par value) | 4,000 | |||
Paid-in Capital (Common Stock) | -647,455 | |||
Derivative Liabilities (Warrants) | 1,243,455 | |||
Proceeds | 600,000 | 600,000 | ||
SPA #2 | ||||
Derivative [Line Items] | ||||
Common Stock (par value) | 3,750 | |||
Paid-in Capital (Common Stock) | -266,511 | |||
Derivative Liabilities (Warrants) | 562,761 | |||
Proceeds | $300,000 | $300,000 |
Financing_Agreements_Details_2
Financing Agreements (Details 2) | Jun. 30, 2014 | Mar. 14, 2014 | Sep. 09, 2013 |
SPA #1 | |||
Derivative [Line Items] | |||
Common shares indexed to the derivative financial instruments | 17,734,807 | 4,280,000 | |
SPA #2 | |||
Derivative [Line Items] | |||
Common shares indexed to the derivative financial instruments | 3,750,000 | 3,750,000 |
Financing_Agreements_Details_3
Financing Agreements (Details 3) (USD $) | 0 Months Ended | 1 Months Ended | ||
Sep. 09, 2013 | Mar. 14, 2014 | Mar. 21, 2014 | Jun. 30, 2014 | |
September 9, 2013 [Member] | SPA #1 | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Strike price | $0.30 | |||
Volatility | 110.00% | |||
Expected term | 5 years | |||
Risk free interest rate | 1.71% | |||
Dividend | ||||
March 14, 2014 [Member] | SPA #1 | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Strike price | $0.07 | |||
Volatility | 120.34% | |||
Expected term | 4 years 5 months 27 days | |||
Risk free interest rate | 1.55% | |||
Dividend | ||||
March 14, 2014 [Member] | SPA #2 | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Strike price | $0.15 | |||
Volatility | 120.34% | |||
Expected term | 5 years | |||
Risk free interest rate | 1.55% | |||
Dividend | ||||
March 21, 2014 [Member] | SPA #1 | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Strike price | $0.07 | |||
Volatility rate minimum | 119.96% | |||
Volatility rate maximum | 120.34% | |||
Risk free interest rate, minimum | 1.55% | |||
Risk free interest rate maximum | 1.75% | |||
Dividend | ||||
March 21, 2014 [Member] | SPA #1 | Maximum [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Expected term | 4 years 5 months 27 days | |||
March 21, 2014 [Member] | SPA #1 | Minimum [Member] | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Expected term | 4 years 5 months 19 days | |||
June 30,2014 [Member] | SPA #2 | ||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||||
Strike price | $0.15 | |||
Volatility | 121.01% | |||
Expected term | 4 years 8 months 12 days | |||
Risk free interest rate | 1.62% | |||
Dividend |
Financing_Agreements_Details_T
Financing Agreements (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Mar. 14, 2014 | 3-May-13 | 20-May-13 | Sep. 05, 2012 | 9-May-13 | Sep. 09, 2013 | Jun. 30, 2014 | Aug. 29, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Common stock issued for cash | $550,000 | |||||||||
Change in the fair value of warranty liability | 168,921 | |||||||||
Private Placement [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 112,500 | 65,736 | 75,000 | 781,250 | ||||||
Stock price per share | $0.76 | $0.59 | $0.64 | |||||||
Non Us Investor [Member] | Private Placement [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Debt face amount | 85,000 | |||||||||
Stock price per share | $0.75 | $0.45 | ||||||||
Common stock issued for cash | 85,000 | 85,000 | ||||||||
Common stock issued for cash, Shares | 188,888 | 188,888 | ||||||||
Non Us Investor [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 188,888 | |||||||||
Us Investor [Member] | Private Placement [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock price per share | $0.75 | $0.45 | ||||||||
Common stock issued for cash | 85,000 | 85,000 | ||||||||
Common stock issued for cash, Shares | 188,888 | 188,888 | ||||||||
Us Investor [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 188,888 | |||||||||
Securities Purchase Agreements One [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 4,000,000 | |||||||||
Stock price per share | $0.15 | |||||||||
Proceeds | 600,000 | 600,000 | ||||||||
Warrant exercise date | 180 days | |||||||||
Change in the fair value of warranty liability | 176,853 | |||||||||
Securities Purchase Agreements One [Member] | Maximum [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Warrants exercise price | $0.07 | |||||||||
Warrants exercise limitations | 9.99% | |||||||||
Securities Purchase Agreements One [Member] | Minimum [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Warrants exercise price | $0.30 | |||||||||
Warrants exercise limitations | 4.99% | |||||||||
Securities Purchase Agreements Two [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 3,750,000 | |||||||||
Stock price per share | 0.08 | |||||||||
Proceeds | 300,000 | 300,000 | ||||||||
Warrants exercise price | 0.15 | |||||||||
Warrant exercise date | 180 days | |||||||||
Change in the fair value of warranty liability | 7,932 | |||||||||
Securities Purchase Agreements Two [Member] | Maximum [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Warrants exercise limitations | 9.99% | |||||||||
Securities Purchase Agreements Two [Member] | Minimum [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Warrants exercise limitations | 9.99% | |||||||||
Financing Agreement [Member] | Non Us Investor [Member] | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Debt face amount | $2,500,000 | |||||||||
Maturity date | 29-Aug-13 | |||||||||
Maturity date description | We will issue, within ten (10) Banking Days following the date of the receipt by our Company of any advance under the agreement, shares of our common stock at a price equal to 80% of the average of the closing prices of our common stock for the preceding 5 Banking Days immediately preceding the date of the notice, as quoted on Yahoo Finance or other source of stock quotes as agreed to by the parties. |
Commitments_Details
Commitments (Details) (USD $) | 12 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Mar. 14, 2014 | Sep. 12, 2013 | Sep. 30, 2013 | Mar. 14, 2014 | 20-May-13 | Sep. 09, 2013 | Aug. 12, 2013 | Apr. 21, 2013 | Sep. 30, 2013 | |
Period | Subscribers | ||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Stock based compensation | $87,313 | $231,450 | |||||||||
Warrants issued, exercisable | 4,012,500 | ||||||||||
Investor [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Amount invested in Investor Relations contract | 40,000 | 40,000 | 40,000 | ||||||||
Number of restricted common stock | 250,000 | 250,000 | |||||||||
Stock issued, per share | $0.17 | $0.17 | $0.17 | ||||||||
Stock based compensation | 42,000 | ||||||||||
Warrants exercise price | $0.15 | $0.30 | |||||||||
Verge Consulting [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Issued number of common stock | 312,500 | ||||||||||
Stock issued, per share | $0.14 | $0.14 | |||||||||
Stock based compensation | 45,313 | ||||||||||
Carter Terry [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Number of restricted common stock | 75,000 | 75,000 | |||||||||
Issued number of common stock | 10,000 | ||||||||||
Stock issued, per share | $0.59 | ||||||||||
Stock based compensation | 44,250 | ||||||||||
Capital raise through Carter Terry, amount | 100,000 | ||||||||||
Construction in Progress Expenditures Incurred but Not yet Paid | 2,500 | ||||||||||
Number of Period | 2 | ||||||||||
Cash consideration for an equity | 4 | ||||||||||
Cash consideration | 10 | ||||||||||
Palladium Capital Advisors [Member] | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Issued number of common stock | 112,500 | 120,000 | |||||||||
Cash consideration in issuance of shares | 21,000 | ||||||||||
Description of commitments | (i) seven percent (7%) of the aggregate consideration raised in each closing in cash; (ii) three percent (3%) of the aggregate consideration in shares of the Company's common stock, calculated based upon the price of the common stock as offered in each transaction; and (iii) warrants to purchase seven (7%) of the Company's common stock at each closing, identical to any warrants issued to investors. | ||||||||||
Expenses of its legal counsel | 15,000 | ||||||||||
Number of subscriber. | 5 | ||||||||||
Warrants issued, exercisable | 262,500 | 262,500 | 280,000 | ||||||||
Warrants exercise price | $0.07 | $0.30 | |||||||||
Rosevale Capital S.A | |||||||||||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||||||||||
Term of agreement | P6M | ||||||||||
Monthly payments to Rosevale | 2,500 | ||||||||||
Maximum individual expense amount | 1,000 | ||||||||||
Monthly fee | $7,500 | $7,500 | $7,500 |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
9-May-13 | Jul. 18, 2012 | Jun. 11, 2012 | Jun. 30, 2013 | Mar. 14, 2014 | Sep. 12, 2013 | Mar. 21, 2014 | Sep. 09, 2013 | Jun. 30, 2014 | 3-May-13 | 20-May-13 | Sep. 05, 2012 | Sep. 16, 2013 | Jul. 11, 2013 | Sep. 04, 2012 | Sep. 30, 2013 | |
Agreements | Agreements | |||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | $0.00 | 0.001 | ||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||||
Common stock, shares issued | 78,359,486 | 96,083,348 | ||||||||||||||
Common stock, shares outstanding | 78,359,486 | 96,083,348 | ||||||||||||||
Forward split | 125:1 forward split | |||||||||||||||
Share-based compensation, cancellation | 1,455,000,000 | |||||||||||||||
Stock issued during period, value, new issues | $44,250 | |||||||||||||||
Number of agreements | 2 | |||||||||||||||
Common stock issued for cash | 550,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | $0.08 | $0.76 | $0.15 | $0.00 | ||||||||||||
Stock issued during period, shares, new issues | 75,000 | 3,750,000 | 120,000 | 4,000,000 | ||||||||||||
Stock issued during period, value, new issues | 75 | 300,000 | 600,000 | |||||||||||||
Warrant Term | 5 years | 5 years | ||||||||||||||
Common stock shares for cashless exercise warrants | 8,989,974 | 8,989,974 | ||||||||||||||
Common stock issued for cash | 846 | |||||||||||||||
Common stock issued for cash, Shares | 846,986 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Warrants exercisable per share | $0.15 | 0.3 | $0.30 | |||||||||||||
Reduction of warrants excercise price | 0.0724 | $0.07 | ||||||||||||||
Warrant Term | 5 years | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | $0.45 | |||||||||||||||
Common stock, shares issued | 188,888 | 188,888 | ||||||||||||||
Stock issued during period, shares, new issues | 112,500 | 65,736 | 75,000 | 781,250 | ||||||||||||
Stock issued during period, value, new issues | 50,000 | 44,250 | 500,000 | |||||||||||||
Warrants exercisable per share | $0.15 | |||||||||||||||
Warrant Term | 5 years | |||||||||||||||
Stock price per share | $0.76 | $0.59 | $0.64 | |||||||||||||
Financing agreement date | 29-Aug-12 | 29-Aug-12 | ||||||||||||||
Number of agreements | 2 | |||||||||||||||
Us Investor [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Stock issued during period, shares, new issues | 188,888 | |||||||||||||||
Stock issued during period, value, new issues | 85,000 | |||||||||||||||
Us Investor [Member] | Private Placement [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Stock price per share | 0.45 | $0.75 | ||||||||||||||
Common stock issued for cash | 85,000 | 85,000 | ||||||||||||||
Common stock issued for cash, Shares | 188,888 | 188,888 | ||||||||||||||
Non Us Investor [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Stock issued during period, shares, new issues | 188,888 | |||||||||||||||
Stock issued during period, value, new issues | 85,000 | |||||||||||||||
Non Us Investor [Member] | Private Placement [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | $0.45 | |||||||||||||||
Common stock, shares issued | 188,888 | |||||||||||||||
Stock price per share | 0.45 | $0.75 | ||||||||||||||
Common stock issued for cash | 85,000 | 85,000 | ||||||||||||||
Common stock issued for cash, Shares | 188,888 | 188,888 | ||||||||||||||
Investor Relations agreement [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | 0.45 | $0.17 | ||||||||||||||
Common stock, shares issued | 188,888 | |||||||||||||||
Stock issued during period, shares, new issues | 3,750,000 | 120,000 | ||||||||||||||
Stock issued during period, value, new issues | 300,000 | |||||||||||||||
Stock issued during the period restricted stock, Shares | 250,000 | |||||||||||||||
Stock issued during the period restricted stock, Value | $42,000 | |||||||||||||||
Consulting agreement [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Stock issued during the period restricted stock, Shares | 312,500 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | 0.001 | |||||||||||||||
Common stock, shares authorized | 75,000,000 | |||||||||||||||
Common stock, shares issued | 619,500 | |||||||||||||||
Common stock, shares outstanding | 619,500 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Capital Stock (Textual) | ||||||||||||||||
Common stock, par value | 0.001 | |||||||||||||||
Common stock, shares authorized | 200,000,000 | |||||||||||||||
Common stock, shares issued | 77,437,500 | |||||||||||||||
Common stock, shares outstanding | 77,437,500 |
Stock_Options_Details
Stock Options (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 04, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of the year, Shares | 188,888 | ||
Outstanding at end of period, Shares | 4,012,500 | 188,888 | 188,888 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of the year, Shares | 300,000 | 300,000 | |
Granted, Shares | 300,000 | ||
Exercised, Shares | |||
Expired or cancelled, Shares | -300,000 | ||
Outstanding at end of period, Shares | 300,000 | 300,000 | |
Outstanding at beginning of the year, Weighted average exercise price | $0.25 | $0.25 | |
Granted, Weighted average exercise price | $0.25 | ||
Excercised, Weighted average exercise price | |||
Expired or cancelled, Weighted average exercise price | ($0.25) | ||
Outstanding at end of period, Weighted average exercise price | $0.25 | $0.25 |
Stock_Options_Details_1
Stock Options (Details 1) (Employee Stock Option [Member], USD $) | 12 Months Ended | |
Jun. 30, 2013 | ||
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Fair value of options granted | $0.85 | |
Assumptions used: | ||
Expected life (years) (a) | 1 year | [1] |
Risk free interest rate (b) | 0.18% | [2] |
Volatility (c) | 111.00% | [3] |
Dividend yield (d) | 0.00% | [4] |
[1] | a) Expected life: The expected term of options granted is determined using the "shortcut" method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. | |
[2] | b) Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options. | |
[3] | c) Volatility: The expected volatility of the Company's common stock is calculated by using the historical daily volatility of the Company's stock price calculated over a period of time representative of the expected life of the options. | |
[4] | d) Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock. |
Stock_Options_Details_Textual
Stock Options (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $87,313 | $231,450 | |
Consultant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term Of Services And Finder Fee Agreement | 12 months | ||
Stock options granted | 150,000 | ||
Exercisable per share | $0.25 | ||
Expiration of stock options | 60 days | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 300,000 | ||
Exercisable per share |
Share_Purchase_Warrants_Detail
Share Purchase Warrants (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 04, 2013 | |
Class of Warrant or Right [Line Items] | ||
Outstanding at beginning of the year, Shares | 188,888 | 188,888 |
Warrant Issued | 21,747,307 | |
Warrants Exercised | 8,989,974 | |
Warrant Waived | 8,744,833 | |
Warrant Expired | 188,888 | |
Outstanding at end of period, Shares | 4,012,500 | 188,888 |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | 0.75 | |
Expiry Date | 9-May-14 | |
Warrants, Weighted Average Remaining Contractual Life (Years) | 1 month 6 days | |
Outstanding at beginning of the year, Shares | 88,888 | 88,888 |
Warrant Issued | ||
Warrants Exercised | ||
Warrant Expired | 88,888 | |
Outstanding at end of period, Shares | 88,888 | |
Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | 0.75 | |
Expiry Date | 20-May-14 | |
Warrants, Weighted Average Remaining Contractual Life (Years) | 1 month 21 days | |
Outstanding at beginning of the year, Shares | 100,000 | 100,000 |
Warrant Issued | ||
Warrants Exercised | ||
Warrant Expired | 100,000 | |
Outstanding at end of period, Shares | 100,000 | |
Warrant Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | 0.0724 | |
Expiry Date | 4-Sep-18 | |
Outstanding at beginning of the year, Shares | ||
Warrant Issued | 16,574,586 | |
Warrants Exercised | 8,401,960 | |
Warrant Waived | 8,172,626 | |
Warrant Expired | ||
Outstanding at end of period, Shares | ||
Warrant Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | 0.0724 | |
Expiry Date | 12-Sep-18 | |
Outstanding at beginning of the year, Shares | ||
Warrant Issued | 1,160,221 | |
Warrants Exercised | 588,014 | |
Warrant Waived | 572,207 | |
Warrant Expired | ||
Outstanding at end of period, Shares | ||
Warrant Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price | 0.15 | |
Expiry Date | 14-Mar-19 | |
Warrants, Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 12 days | |
Outstanding at beginning of the year, Shares | ||
Warrant Issued | 4,012,500 | |
Warrants Exercised | ||
Warrant Expired | ||
Outstanding at end of period, Shares | 4,012,500 |
Share_Purchase_Warrants_Detail1
Share Purchase Warrants (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Jun. 30, 2013 | 9-May-13 | 20-May-13 | Mar. 14, 2014 | Sep. 09, 2013 | Mar. 14, 2014 | Sep. 12, 2013 | Jun. 30, 2014 | |
Share Purchase Warrant Textual [Abstract] | ||||||||
Issuance of common stock shares to investor, Amount | $44,250 | |||||||
Warrants issued, exercisable | 4,012,500 | |||||||
SPA [Member] | ||||||||
Share Purchase Warrant Textual [Abstract] | ||||||||
Issuance of common stock shares to investor | 188,888 | |||||||
Issuance of common stock shares to investor, Amount | 85,000 | |||||||
Stock price | $0.45 | |||||||
Non Us Investor [Member] | ||||||||
Share Purchase Warrant Textual [Abstract] | ||||||||
Issuance of common stock shares to investor | 188,888 | |||||||
Issuance of common stock shares to investor, Amount | 85,000 | |||||||
Stock price | $0.45 | |||||||
Palladium Capital Advisors [Member] | ||||||||
Share Purchase Warrant Textual [Abstract] | ||||||||
Warrants issued, exercisable | 262,500 | 280,000 | 262,500 | |||||
Warrants exercise price | $0.07 | $0.30 | ||||||
Investor [Member] | ||||||||
Share Purchase Warrant Textual [Abstract] | ||||||||
Issuance of common stock shares to investor | 3,750,000 | 120,000 | ||||||
Issuance of common stock shares to investor, Amount | 300,000 | |||||||
Warrants exercise price | $0.15 | $0.30 | ||||||
Stock price | $0.08 | $0.07 | $0.08 | $0.07 | ||||
purchase one additional share of common stock, per share | $0.75 | $0.75 | ||||||
Purchasers common stock shares subscriptions | $600,000 | |||||||
Purchasers common stock value subscriptions | 4,000,000 | |||||||
Purchasers common stock subscriptions per shares | $0.15 |
Short_Term_Loan_Details
Short Term Loan (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Jun. 20, 2012 | Jun. 30, 2013 | |
Debt Disclosure [Abstract] | ||
Proceeds funds from a third party | $40,000 | |
Repayment of short term loan | 40,876 | |
Principal amount of short term loan | 40,000 | |
Accrued interest | $876 | |
Debt effective interest rate | 10.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Apr. 30, 2013 | Oct. 31, 2012 | Dec. 15, 2013 | 31-May-14 | |
Related Party Transaction [Line Items] | ||||||
Consulting fees, first six months | $131,935 | $134,576 | ||||
Service fee | 9,160 | |||||
Consulting Agreement [Member] | Rick Walchuk [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees, first six months | 2,500 | |||||
Consulting fees, Next six months | 5,000 | |||||
Advances on consulting fee per month | 7,500 | |||||
Service fee | 90,000 | 55,000 | ||||
Consulting Agreement [Member] | Mr. Anast [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees, first six months | 5,000 | 3,000 | ||||
Term of consulting agreement | Under the terms of the consulting agreement, Mr. Anast has agreed to provide a minimum of 40 hours per month to the Company's business operations. The contract is for a term of three years commencing on December 15, 2013 for a monthly consulting fee of $5,000 per month, of which a total of $2,000 is payable and $3,000 per month is to be accrued monthly. | |||||
Consulting fee payable | 2,000 | |||||
Accrued consulting fee | 23,740 | 3,000 | 2,000 | |||
Service fee | $32,900 |
Provision_for_Income_Taxes_Det
Provision for Income Taxes (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Provision for Income Taxes [Abstract] | ||
Operating loss carry-forwards since inception | $810,545 | |
Operating loss carry-forwards expiration date | 31-Dec-30 | |
Statutory income tax rate, percent | 35.00% | |
Deferred tax assets, net operating loss carry-forwards | 283,690 | |
Increased in valuation allowance | 140,053 | 156,827 |
Tax positions | $0 |