Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document and Entity Information: | ||
Entity Registrant Name | AMERICAN GRAPHITE TECHNOLOGIES INC. | |
Entity Central Index Key | 1497316 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 96,083,348 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
CURRENT ASSETS | ||
Cash | $139,047 | $307,693 |
Prepaid expenses | 336,494 | 336,494 |
TOTAL CURRENT ASSETS | 475,541 | 644,187 |
TOTAL ASSETS | 475,541 | 644,187 |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ||
Accounts payable and accrued liabilities | 43,640 | 32,795 |
TOTAL CURRENT LIABILITIES | 43,640 | 32,795 |
Derivative warrant liabilities (Notes 2, 6) | 568,234 | 554,828 |
TOTAL LIABILITIES | 611,874 | 587,623 |
STOCKHOLDERS' EQUITY(DEFICIT) | ||
Capital stockAuthorized - 200,000,000 shares of common stock, $0.001 par valueIssued and outstanding96,083,348 shares of common stock as at March 31, 2015 and June 30, 2014 | 96,083 | 96,083 |
Additional paid in capital | 1,357,448 | 1,357,448 |
Other Comprehensive income (loss) | -59 | |
Accumulated deficit | -1,589,805 | -1,396,967 |
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) | -136,333 | 56,564 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $475,541 | $644,187 |
Balance_Sheets_Parentheticals
Balance Sheets Parentheticals (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
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 | 96,083,348 |
Common stock, shares outstanding | 96,083,348 | 96,083,348 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
Exploration expenses | 25,648 | |||
Research and development expenses | 700 | 45,532 | ||
Office and general | 7,951 | 25,002 | 24,765 | 108,513 |
Stock based compensation | 45,313 | 87,313 | ||
Management fees | 15,000 | 37,500 | 78,750 | 85,400 |
Consulting fees | 5,232 | 22,714 | 25,468 | 122,040 |
Professional fees | 6,159 | 8,756 | 24,801 | 38,666 |
OPERATING LOSS | -34,342 | -139,985 | -179,432 | -487,464 |
OTHER EXPENSE | ||||
Change in the fair value of warranty liability | -5,909 | -189,680 | -13,406 | -159,681 |
NET LOSS | -40,251 | -329,665 | -192,838 | -647,145 |
NET LOSS PER COMMON SHARE - BASIC | $0 | ($329,665) | $0 | ($0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC | 96,083,348 | 85,130,539 | 96,083,348 | 82,577,917 |
COMPREHENSIVE LOSS | ||||
NET LOSS | -40,251 | -329,665 | -192,838 | -647,145 |
Foreign currency translation adjustment | -93 | -59 | ||
TOTAL COMPREHENSIVE LOSS | ($40,344) | ($329,665) | ($192,897) | ($647,145) |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | ($192,838) | ($647,145) |
Adjustments to reconcile net loss to net cash used by | ||
Stock-based compensation | 87,313 | |
Change in the fair value of warrant liability | 13,406 | 159,681 |
Changes in operating assets and liabilities: | ||
Increase in accounts payable and accrued liabilities | -4,155 | -293 |
Increase in accounts payable - related party | 15,000 | 10,114 |
Increase in prepaid expenses | -116,494 | |
NET CASH USED IN OPERATING ACTIVITIES | -168,587 | -506,824 |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 799,500 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 799,500 | |
Effect of foreign exchange on transactions | -59 | |
NET INCREASE (DECREASE) IN CASH | -168,646 | 292,676 |
CASH BEGINNING OF PERIOD | 307,693 | 116,588 |
CASH, END OF PERIOD | 139,047 | 409,264 |
Supplemental cash flow information and noncash financing activities: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash transactions | ||
Stock based compensation | $87,313 |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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”) was incorporated on June 1, 2010 in the State of Nevada and established a fiscal year end at June 30. The Company was 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, 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. | |
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, the Company’s Board of Directors unanimously approved the following items: | |
1. an amendment to the Company’s Articles of Incorporation to change its name to “American Graphite Technologies Inc.” (the “Name Change”); | |
2. an amendment to the Articles of Incorporation to increase our authorized capital from 75,000,000 to 200,000,000 shares of common stock, $0.001 par value; and | |
3. an authorization by 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) 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”), the Company changed its name from Green & Quality Home Life, Inc. to American Graphite Technologies Inc. and increased its authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, the Compan’s 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 the Company’s 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. | |
On October 16, 2014, the Company incorporated a wholly owned subsidiary, 9311-2571 Québec Inc. in order to stake additional mineral claims in the Province of Quebec. | |
Unaudited Interim Financial Statements | |
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended June 30, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. | |
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 March 31, 2015, the Company has an accumulated deficit of $1,589,805. While the Company presently has cash on hand, the Company may be dependent upon the raising of additional capital through placement of its 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 | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Principle of Consolidation | |||||||||||||||||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 9311-2571 Québec Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||
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 | |||||||||||||||||
The Company accounts 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. The Company classifies derivative warrant liabilities on the balance sheet as a current liability, which is revalued at each balance sheet date, subsequent to the initial issuance. The Company uses 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 March 31, 2015: | |||||||||||||||||
Warrants | 4,012,500 | ||||||||||||||||
Since the Company reflected a net loss in the three and nine month periods ended March 31, 2015 and 2014, 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 March 31, 2015 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. | |||||||||||||||||
The Company 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: | March 31, | June 30, | March 14, | September 9, | |||||||||||||
2015 | 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 | 568,234 | 554,828 | 562,761 | - | |||||||||||||
$ | 568,234 | $ | 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 March 31, 2015 and 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: | |||||||||||||||||
Nine months ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | $ | 176,853 | ||||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 13,406 | (17,172 | ) | ||||||||||||||
$ | 13,406 | $ | 159,681 | ||||||||||||||
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 | |||||||||||||||||
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements. | |||||||||||||||||
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 March 31, 2015, 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 | 9 Months Ended | ||
Mar. 31, 2015 | |||
Technology Agreements [Abstract] | |||
TECHNOLOGY AGREEMENTS | NOTE 3 – TECHNOLOGY AGREEMENTS | ||
On December 3, 2012, the Company 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, the Company 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. The Company agreed to fund commercial development activities based on the payment schedules defined below and it received a license for the rights on a nonexclusive basis for marketing products and/or services. Pursuant to the terms of the agreement, the Company 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 the Company 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 the Company 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, the Company will receive 40% of the Net Sales Revenue for Bucky Paper until the amount it has received equals its capital investment regardless of whether the Company, Cheap Tubes or CTI are the ultimate vendors on the sale. Thereafter, the Company will receive 30% of its capital investment until such time as it has 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 the Company from Cheap Tubes or CTI shall cease. | |||
Under the agreement, any new opportunities presented to the Company 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. | |||
During the period ended September 30, 2014, CTI 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. As at March 31, 2015 the Company has not made any further expenditures on this project. | |||
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 (the “Agreement”) 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. | |||
On November 1, 2014, the Company entered into an amendment to the Agreement for a term of six months at no additional cost to the Company in order to allow completion of the research as outlined in the Agreement resulting from certain unforeseen delays experienced at the National Science Centre KIPT of the National Academy of Sciences of Ukraine as reported by the project manager. The Agreement will continue until April 30, 2015 at which time a full report of results will be made available. The full report has not yet been received as at May 15, 2015. |
Mineral_Properties
Mineral Properties | 9 Months Ended |
Mar. 31, 2015 | |
Mineral Properties [Abstract] | |
MINERAL PROPERTIES | NOTE 4 – MINERAL PROPERTIES |
During January, 2013, the Company engaged the services of Geomap Exploration Inc. (“Geomap”) 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 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. The Company is required to expend a total of $120,000 in exploration costs prior to January 2015 in order to keep the claims in good standing. | |
During the nine month period ended March 31, 2015 and fiscal year ended June 30, 2014 the Company was unable to organize a suitable exploration program and did not make any expenditure on the claims resulting in their expiry during the quarter ended March 31, 2015. | |
On October 24, 2014, the Company entered into a further consulting services agreement with Geomap whereunder Geomap was retained to acquire further graphite exploration property(ies) for a total cost of USD$24,502 (CDN$27,300) including applicable taxes. The Company paid a further $1,146 to transfer all staked claims to its wholly owned Quebec subsidiary. The total amount of $25,648 was recorded as exploration expenses during the nine month period ended March 31, 2015. The 84 staked mineral claims known as the The Lac Rouge Graphite Property is one contiguous block totaling 4,982 hectares (12,311 acres) of land near the town of Mont-Laurier in southern Québec. The mineral claims are 100% owned by the Company with no royalty or net smelter return requirements and will remain in good standing until the close of 2016. The Company is presently working with Geomap on the scope of an exploration work program for the current year. |
Prepaid_Expenses_and_Advances
Prepaid Expenses and Advances | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, 2015 and June 30, 2014: | |||||||||
31-Mar-15 | 30-Jun-14 | ||||||||
News releases | $ | 1,494 | $ | 1,494 | |||||
Advances related to technology agreement – Note 3 | 335,000 | 335,000 | |||||||
$ | 336,494 | $ | 336,494 |
Securities_Purchase_Agreement
Securities Purchase Agreement | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Securities Purchase Agreement [Abstract] | |||||||||
SECURITIES PURCHASE AGREEMENT | NOTE 6 – SECURITIES PURCHASE AGREEMENT | ||||||||
On March 14, 2014, the Company closed a financing with three subscribers, whom had previously completed a financing with the Company. Under this Securities Purchase Agreement (SPA) the Company raised 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. 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 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. | |||||||||
The following table summarizes the number of common shares indexed to the derivative financial instruments as of March 31, 2015 and June 30, 2014: | |||||||||
June 30, | March 31, | ||||||||
2014 | 2015 | ||||||||
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, 2015 and June 30, 2014 are illustrated in the following tables: | |||||||||
Warrant Derivative | |||||||||
Revaluation | Revaluation Date | ||||||||
Date | (March 31, | ||||||||
(June 30, | 2015) | ||||||||
2014) | |||||||||
Warrants to purchase common stock: | |||||||||
Strike price | $ | 0.15 | $ | 0.15 | |||||
Volatility | 121.01 | % | 159.4 | % | |||||
Term (years) | 4.7 | 3.95 | |||||||
Risk-free rate | 1.62 | % | 1.37 | % | |||||
Dividends | - | - | |||||||
On March 31, 2015 as a result of the revaluation of the warrant derivatives the Company recorded a loss of $13,406 in respect of the change in the fair value of the warrant liability. |
Commitments
Commitments | 9 Months Ended |
Mar. 31, 2015 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 7 – COMMITMENTS |
On August 1, 2014, the Company entered into a consulting agreement with Jim Matthew whereby Jim Matthew will provide the Company with services to include telephone and email investor inquiry responses; dissemination of the Company’s public information upon request to investors and third party; and maintenance of the Company’s investors database and circulation of all press releases or other announcements to the membership list. The agreement is for a term of twelve months until July 31, 2015. The Company shall pay $1,500 per month, payable in advance on the 1st of each month. | |
During the period ended March 31, 2015, the Company paid $12,000 to Jim Matthew pursuant the agreement. |
Capital_Stock
Capital Stock | 9 Months Ended |
Mar. 31, 2015 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | NOTE 8 – CAPITAL STOCK |
As of March 31, 2015 and June 30, 2014, 96,083,348 shares of common stock were issued and outstanding. |
Share_Purchase_Warrants
Share Purchase Warrants | 9 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
Share Purchase Warrants [Abstract] | ||||||||||||||||||||||||||||||||
SHARE PURCHASE WARRANTS | NOTE 9 – SHARE PURCHASE WARRANTS | |||||||||||||||||||||||||||||||
On March 14, 2014, the Company entered into securities purchase agreements 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 above). | ||||||||||||||||||||||||||||||||
As at March 31, 2015, the Company had the following warrants outstanding: | ||||||||||||||||||||||||||||||||
Exercise Price | Expiry Date | Weighted Average Remaining Contractual Life (Years) | Outstanding | Issued | Exercised | Waived | Expired | |||||||||||||||||||||||||
at June 30, 2014 | Outstanding | |||||||||||||||||||||||||||||||
at March 31, 2015 | ||||||||||||||||||||||||||||||||
$ | 0.15 | 14-Mar-19 | 3.9 | 4,012,500 | - | - | - | - | 4,012,500 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS |
Rick Walchuk | |
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. On October 8, 2014, Rick Walchuk resigned from all officer positions and remains as a director of the Company, and his management fee decreased to $3,750 a month commence on October 1, 2014. Effective January 5, 2015, Rick Walchuk resigned as a director of the Company. Mr. Walchuk's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise. | |
During the six months ended December 31, 2014, Mr. Walchuk invoiced the Company a total of $33,750 (December 31, 2013 - $45,000). As at March 31, 2015, no amounts are owing to Mr. Walchuk. | |
Con Evan Anast | |
On December 13, 2013, the Board of Directors of the Company appointed Con Evan Anast to the Board of Directors of the Company. | |
On October 8, 2014, the Company appointed Con Evan Anast as its President, Chief Executive Officer, Chief Financial Officer and Treasurer. | |
On January 5, 2015, Mr. Con Evan Anast acts as our president, chief executive officer, chief financial officer, secretary, treasurer and sole director. | |
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 nine months ended March 31, 2015 and March 31, 2014, Mr. Anast invoiced the company for the services in the amount of $45,000 and $17,900, respectively, of which a total of $30,000 was paid in full and $38,740 was accrued ($23,740 – June 30, 2014). |
Provision_for_Income_Taxes
Provision for Income Taxes | 9 Months Ended |
Mar. 31, 2015 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 11 – 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 March 31, 2015 of approximately $1,069,000, 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 $374,150 at March 31, 2015. For the nine month periods ended March 31, 2015 and 2014, the valuation allowance increased by approximately $67,500 and $140,053, respectively. | |
The Company has no tax positions at March 31, 2015, or June 30, 2014, for which the ultimate deductibility is highly certain 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 inception to March 31, 2015 are subject to examination by the Internal Revenue Service. |
Other_Events
Other Events | 9 Months Ended |
Mar. 31, 2015 | |
Other Events [Abstract] | |
OTHER EVENTS | NOTE 12 – 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. As at the date of this report Mr. Walchuk has agreed to enter into a plea agreement, the terms of which have not yet been made public. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS |
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) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Principle of Consolidation | Principle of Consolidation | ||||||||||||||||
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 9311-2571 Québec Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||
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 | ||||||||||||||||
The Company accounts 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. The Company classifies derivative warrant liabilities on the balance sheet as a current liability, which is revalued at each balance sheet date, subsequent to the initial issuance. The Company uses 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 March 31, 2015: | |||||||||||||||||
Warrants | 4,012,500 | ||||||||||||||||
Since the Company reflected a net loss in the three and nine month periods ended March 31, 2015 and 2014, 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 March 31, 2015 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. | |||||||||||||||||
The Company 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: | March 31, | June 30, | March 14, | September 9, | |||||||||||||
2015 | 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 | 568,234 | 554,828 | 562,761 | - | |||||||||||||
$ | 568,234 | $ | 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 March 31, 2015 and 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: | |||||||||||||||||
Nine months ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | $ | 176,853 | ||||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 13,406 | (17,172 | ) | ||||||||||||||
$ | 13,406 | $ | 159,681 | ||||||||||||||
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 | ||||||||||||||||
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements. | |||||||||||||||||
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 March 31, 2015, 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) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of potential common stock | |||||||||||||||||
Warrants | 4,012,500 | ||||||||||||||||
Schedule of derivative liabilities, fair value | |||||||||||||||||
Warrant liability: | March 31, | June 30, | March 14, | September 9, | |||||||||||||
2015 | 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 | 568,234 | 554,828 | 562,761 | - | |||||||||||||
$ | 568,234 | $ | 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 of 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 | |||||||||||||||||
Nine months ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
4,000,000 common stock purchase agreement dated September 9, 2013 | $ | $ | 176,853 | ||||||||||||||
3,750,000 common stock purchase agreement dated March 14, 2014 | 13,406 | (17,172 | ) | ||||||||||||||
$ | 13,406 | $ | 159,681 |
Prepaid_Expenses_and_Advances_
Prepaid Expenses and Advances (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Prepaid Expenses and Advances [Abstract] | |||||||||
Schedule of prepaid expenses | |||||||||
31-Mar-15 | 30-Jun-14 | ||||||||
News releases | $ | 1,494 | $ | 1,494 | |||||
Advances related to technology agreement – Note 3 | 335,000 | 335,000 | |||||||
$ | 336,494 | $ | 336,494 |
Securities_Purchase_Agreement_
Securities Purchase Agreement (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Securities Purchase Agreement [Abstract] | |||||||||
Schedule of common shares indexed to the derivative financial instruments | |||||||||
June 30, | March 31, | ||||||||
2014 | 2015 | ||||||||
3,7500,000 common stock purchase agreement dated March 14, 2014 | 3,750,000 | 3,750,000 | |||||||
Schedule of significant assumptions embodied in valuations | |||||||||
Warrant Derivative | |||||||||
Revaluation | Revaluation Date | ||||||||
Date | (March 31, | ||||||||
(June 30, | 2015) | ||||||||
2014) | |||||||||
Warrants to purchase common stock: | |||||||||
Strike price | $ | 0.15 | $ | 0.15 | |||||
Volatility | 121.01 | % | 159.4 | % | |||||
Term (years) | 4.7 | 3.95 | |||||||
Risk-free rate | 1.62 | % | 1.37 | % | |||||
Dividends | - | - |
Share_Purchase_Warrants_Tables
Share Purchase Warrants (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||
Share Purchase Warrants [Abstract] | ||||||||||||||||||||||||||||||||
Warrants outstanding | ||||||||||||||||||||||||||||||||
Exercise Price | Expiry Date | Weighted Average Remaining Contractual Life (Years) | Outstanding | Issued | Exercised | Waived | Expired | |||||||||||||||||||||||||
at June 30, 2014 | Outstanding | |||||||||||||||||||||||||||||||
at March 31, 2015 | ||||||||||||||||||||||||||||||||
$ | 0.15 | 14-Mar-19 | 3.9 | 4,012,500 | - | - | - | - | 4,012,500 |
Nature_of_Operations_and_Basis1
Nature of Operations and Basis of Presentation (Detail) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Jul. 18, 2012 | Jun. 11, 2012 | 23-May-12 | Mar. 31, 2015 | Jun. 30, 2014 | |
Nature Of Opertions and Basis of Presentation (Detail Textual) | |||||
Acquired total, shares | 11,640,000 | 12,000,000 | |||
Acquired total, value | $350,000 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock, par value | $0.00 | $0.00 | |||
Exchange ratio | On the basis of a 125:1 forward split of the Company's 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. | Exchange ratio of one hundred and twenty-five (125) for one (1) (the "Forward Split") | |||
Common stock, shares issued | 96,083,348 | 96,083,348 | |||
Common stock, shares outstanding | 96,083,348 | 96,083,348 | |||
Accumulated Deficit | ($1,589,805) | ($1,396,967) | |||
Mr. Walchuk [Member] | |||||
Nature Of Opertions and Basis of Presentation (Detail Textual) | |||||
Acquired total, shares | 11,640,000 | 12,000,000 | |||
Management determined, percentage | 98.00% | ||||
Maximum [Member] | |||||
Nature Of Opertions and Basis of Presentation (Detail Textual) | |||||
Common stock, shares authorized | 200,000,000 | ||||
Common stock, shares issued | 77,437,500 | ||||
Common stock, shares outstanding | 77,437,500 | ||||
Minimum [Member] | |||||
Nature Of Opertions and Basis of Presentation (Detail Textual) | |||||
Common stock, shares authorized | 75,000,000 | ||||
Common stock, shares issued | 619,500 | ||||
Common stock, shares outstanding | 619,500 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Warrant [Member]) | 9 Months Ended |
Mar. 31, 2015 | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Warrants | 4,012,500 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 14, 2014 | Sep. 09, 2013 | ||||
Derivative [Line Items] | ||||||||
Warrant liability | $568,234 | $554,828 | $2,045,087 | $1,243,455 | ||||
Warrant [Member] | 4,000,000 common stock purchase agreement dated September 9, 2013 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | [1] | [1] | 1,482,326 | [1] | 1,243,455 | [1] | ||
Warrant [Member] | 3,750,000 common stock purchase agreement dated March 14, 2014 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | $568,234 | $554,828 | $562,761 | |||||
[1] | *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. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) | Mar. 31, 2015 | Jun. 30, 2014 |
Derivative [Line Items] | ||
Warrant Derivatives | 4,012,500 | 4,012,500 |
Warrant [Member] | 4,000,000 common stock purchase agreement dated September 9, 2013 [Member] | ||
Derivative [Line Items] | ||
Warrant Derivatives | ||
Warrant [Member] | 3,750,000 common stock purchase agreement dated March 14, 2014 [Member] | ||
Derivative [Line Items] | ||
Warrant Derivatives | 4,012,500 | 4,012,500 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Change in the fair value of warranty liability | ($5,909) | ($189,680) | ($13,406) | ($159,681) |
4,000,000 common stock purchase agreement dated September 9, 2013 [Member] | ||||
Change in the fair value of warranty liability | -176,853 | |||
3,750,000 common stock purchase agreement dated March 14, 2014 [Member] | ||||
Change in the fair value of warranty liability | ($13,406) | ($17,172) |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | |
Mar. 14, 2014 | Sep. 09, 2013 | Mar. 31, 2015 | |
Subscribers | Subscribers | ||
Summary of Significant Accounting Policies (Detail Textual) | |||
Purchase of common stock under agreement | 3,750,000 | 4,000,000 | |
Purchase date under agreement | 14-Mar-14 | 9-Sep-13 | |
Number of subscribers in an offering | 3 | 2 | |
Recent accounting pronouncements description | The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements | ||
Securities Purchase Agreement [Member] | |||
Summary of Significant Accounting Policies (Detail Textual) | |||
Purchase of common stock under agreement | 3,750,000 | ||
Number of investors | 5 | ||
Securities Purchase Agreement [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies (Detail Textual) | |||
Warrants exercise price | 0.3 | ||
Securities Purchase Agreement [Member] | Minimum [Member] | |||
Summary of Significant Accounting Policies (Detail Textual) | |||
Warrants exercise price | 0.0724 |
Technology_Agreements_Details
Technology Agreements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 30, 2014 | Dec. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Technology Agreement (Detail Textual) | |||||||||
Revenue percentage 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. | ||||||||
Advances related to technology agreement | $335,000 | $335,000 | $335,000 | ||||||
Research and development expenses | 700 | 45,532 | |||||||
Bucky Paper until [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
Net sales revenue in percentage | 40.00% | ||||||||
Capital investment until [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
Net sales revenue in percentage | 30.00% | ||||||||
Capital invested [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
Net sales revenue in percentage | 20.00% | ||||||||
Next five years [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
Net sales revenue in percentage | 25.00% | ||||||||
Remaining five years [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
Net sales revenue in percentage | 20.00% | ||||||||
License Agreement [Member] | |||||||||
Technology Agreement (Detail Textual) | |||||||||
License cost paid | 250,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | ||
Term of license agreement | 18 months | ||||||||
Amount paid on execution of agreement | 10,000 | 10,000 | |||||||
Project costs paid | 42,697 | ||||||||
Research and development expenses | $44,832 |
Mineral_Properties_Details
Mineral Properties (Details) | 1 Months Ended | 9 Months Ended | ||
Oct. 24, 2014 | Oct. 24, 2014 | Jun. 30, 2013 | Mar. 31, 2015 | |
USD ($) | CAD | USD ($) | USD ($) | |
Acres | Acres | |||
MineralClaims | ||||
Mineral Properties (Textual) | ||||
Number of mineral claims | 100 | |||
Costs for staking | $7,179 | |||
Fees for geological services | 17,289 | |||
Exploration property cost | 24,502 | 27,300 | 25,648 | |
Exploration costs | 120,000 | |||
Area of claim, hectares | 4,982 | 4,982 | 5,400 | |
Area of claim, acres | 12,311 | 12,311 | 13,343 | |
Amount paid to transfer stalked claims | $1,146 | |||
Percent ownership by Company | 100.00% |
Prepaid_Expenses_and_Advances_1
Prepaid Expenses and Advances (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Prepaid Expenses and Advances [Abstract] | ||
News releases | $1,494 | $1,494 |
Advances related to technology agreement - Note 3 | 335,000 | 335,000 |
Total | $336,494 | $336,494 |
Securities_Purchase_Agreement_1
Securities Purchase Agreement (Details) | Mar. 31, 2015 | Jun. 30, 2014 |
Securities Purchase Agreement [Abstract] | ||
3,7500,000 common stock purchase agreement dated March 14, 2014 | 3,750,000 | 3,750,000 |
Securities_Purchase_Agreement_2
Securities Purchase Agreement (Details 1) (USD $) | 1 Months Ended | 9 Months Ended |
Jun. 30, 2014 | Mar. 31, 2015 | |
Warrants to purchase common stock: | ||
Strike price | $0.15 | $0.15 |
Volatility | 121.01% | 159.40% |
Term (years) | 4 years 8 months 12 days | 3 years 11 months 12 days |
Risk-free rate | 1.62% | 1.37% |
Dividends |
Securities_Purchase_Agreement_3
Securities Purchase Agreement (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Mar. 31, 2015 | Mar. 14, 2014 | Jun. 30, 2014 | |
Securities Purchase Agreement (Textual) | ||||
Loss in the fair value of warrant liability | $13,406 | |||
Accredited investors | $300,000 | |||
Share price | $0.15 | |||
Warrants exercise limitations | 9.99% | |||
Common stock warrant to purchase | 3,750,000 | 3,750,000 | ||
Percentage of subsequent financing | 100 | |||
Securities Purchase Agreement [Member] | ||||
Securities Purchase Agreement (Textual) | ||||
Share price | $0.08 | |||
Warrants exercisable price | 0.15 |
Commitments_Details
Commitments (Details) (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies (Textual) | |
Term of consulting agreement | twelve months |
Advances on consulting fee per month | $1,500 |
Consulting fee paid | $12,000 |
Capital_Stock_Details
Capital Stock (Details) | Mar. 31, 2015 | Jun. 30, 2014 |
Capital Stock [Abstract] | ||
Common stock, shares issued | 96,083,348 | 96,083,348 |
Common stock, shares outstanding | 96,083,348 | 96,083,348 |
Share_Purchase_Warrants_Detail
Share Purchase Warrants (Details) (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | |
Warrants outstanding, Beginning balance | 4,012,500 | |
Warrants outstanding, Ending balance | 4,012,500 | 4,012,500 |
Warrant [Member] | ||
Warrants outstanding, Beginning balance | 4,012,500 | |
Warrants, exercise price | $0.15 | |
Warrants, expiry date | 14-Mar-19 | |
Warrants, weighted average remaining contractual life (years) | 3 years 10 months 24 days | |
Warrants, issued | ||
warrants exercisable price | ||
Warrants, waived | ||
Warrants, expired | ||
Warrants outstanding, Ending balance | 4,012,500 |
Share_Purchase_Warrants_Detail1
Share Purchase Warrants (Details Textual) (USD $) | 0 Months Ended | |
Mar. 14, 2014 | Sep. 09, 2013 | |
Purchase Warrants (Textual) | ||
Purchase of common stock under agreement | 3,750,000 | 4,000,000 |
Purchase price per common share | $0.15 | |
Securities Purchase Agreement [Member] | ||
Purchase Warrants (Textual) | ||
Proceeds from issuance of warrants | $300,000 | |
Accredited investors | 3 | |
Purchase of common stock under agreement | 3,750,000 | |
Purchase price per common share | $0.08 | |
warrants exercisable price | 0.15 | |
Term of warrants | 5 years |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 08, 2014 | Dec. 15, 2013 | 31-May-14 | Jun. 30, 2014 | |
Related Party (Textual) | ||||||||
Consulting fees,first nine months | $5,232 | $22,714 | $25,468 | $122,040 | ||||
Advances on consulting fee per month | 1,500 | 1,500 | ||||||
Term of consulting agreement | twelve months | |||||||
Management fees | 15,000 | 37,500 | 78,750 | 85,400 | ||||
Consulting Agreement [Member] | ||||||||
Related Party (Textual) | ||||||||
Consulting fees,first nine months | 2,500 | |||||||
Consulting fees,next six months | 5,000 | |||||||
Consulting Agreement [Member] | Rick Walchuk [Member] | ||||||||
Related Party (Textual) | ||||||||
Advances on consulting fee per month | 7,500 | 7,500 | ||||||
Management fees | 33,750 | 45,000 | 3,750 | |||||
Consulting Agreement [Member] | Mr. Anast [Member] | ||||||||
Related Party (Textual) | ||||||||
Consulting fees,first nine months | 45,000 | 17,900 | 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 | 30,000 | 30,000 | 2,000 | |||||
Accrued consulting fee | $38,740 | $38,740 | $3,000 | $2,000 | $23,740 |
Provision_for_Income_Taxes_Det
Provision for Income Taxes (Details) (USD $) | 9 Months Ended | 52 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | |
Provision for Income Taxes [Abstract] | |||
Operating loss carry-forwards | $1,069,000 | ||
Operating loss carry-forwards expiration date | 30-Jun-30 | ||
Statutory income tax rate, percent | 35.00% | ||
Deferred tax assets, net operating loss carry-forwards | 374,150 | ||
Increased in valuation allowance | 67,500 | 140,053 | |
Tax positions | $0 |