Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 09, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Nano Labs Corp. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001497572 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Common Stock, Shares Outstanding | ' | 204,125,000 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Current assets | ' | ' |
Cash | $6,798 | $28,196 |
Total current assets | 6,798 | 28,196 |
Total Assets | 6,798 | 28,196 |
Current liabilities | ' | ' |
Accounts payable | 2,568 | 7,765 |
Convertible notes payable | 916,000 | 766,000 |
DerivativeLiabilities | 21,071,474 | 9,448,441 |
Total current liabilities | 21,990,042 | 10,222,206 |
Total Liabilities | 21,990,042 | 10,222,206 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued or outstanding at September 30, 2013 and June 30, 2013, respectively. | ' | ' |
Common stock: $0.001 par value; 500,000,000 shares authorized; 204,125,000 and 103,125,000 shares issued respectively at September 30, 2013 and June 30, 2013, respectively. | 204,125 | 103,125 |
Common stock issuable | ' | 101,000 |
Additional paid in capital | 381,356 | 381,356 |
Accumulated deficit | -22,568,725 | -10,779,491 |
Total Stockholders' Equity | -21,983,244 | -10,194,010 |
Total Liabilities and Stockholders' Equity | $6,798 | $28,196 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 204,125,000 | 103,125,000 |
STATEMENTS_OF_OPERATIONS_Unaud
STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Statements Of Operations | ' | ' |
Sales | ' | ' |
Cost of goods sold | ' | ' |
Gross Margin | ' | ' |
Operating expenses: | ' | ' |
Consulting | 103,471 | ' |
General and administrative | 38,820 | 10,092 |
Professional Fees | 10,960 | ' |
Travel | 7,950 | ' |
Wages | 5,000 | ' |
Total operating expenses | 166,201 | 10,092 |
Loss from Operations | -166,201 | -10,092 |
Other (Income) Expenses | ' | ' |
Interest expense- derivative | -11,623,033 | ' |
Total Other (income) expenses | -11,623,033 | ' |
Loss before Income Taxes | -11,789,234 | -10,092 |
Provision for income tax | ' | ' |
Net Loss from continuing operations | -11,789,234 | -10,092 |
Discontinued operations: | ' | ' |
Income from discontinued operations | ' | ' |
Net Loss | ($11,789,234) | ($10,092) |
Net income (loss) per common share- basic and diluted | ($0.11) | $0 |
Weighted average common shares outstanding - basic and diluted | 107,081,164 | 179,125,000 |
STATEMENTS_OF_CASH_FLOWS_Unaud
STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net Loss | ($11,789,234) | ($10,092) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Derivative interest | 11,623,033 | ' |
Debt forgiveness | ' | ' |
Changes in operating assets and liabilities: | ' | ' |
Discontinued operations | ' | ' |
Related party payables | ' | 10,092 |
Accounts payable and accrued expenses | -5,197 | ' |
NET CASH USED IN OPERATING ACTIVITIES | -171,398 | ' |
Cash Flows From Financing Activities: | ' | ' |
Repayment of notes payable | ' | ' |
Proceeds from convertible notes payable | 150,000 | ' |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 150,000 | ' |
NET CHANGE IN CASH | -21,398 | ' |
Cash at beginning of the period | 28,196 | ' |
Cash at end of the period | 6,798 | ' |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income tax paid | ' | ' |
Organization_And_Description_O
Organization And Description Of Business | 3 Months Ended |
Sep. 30, 2013 | |
Organization And Description Of Business | ' |
Note 1 - Organization And Description Of Business | ' |
Nano Labs Corp. (the “Company”), formerly Colorado Ceramic Tile, Inc., was incorporated in the State of Colorado on March 27, 1995. The Company through the end of March 2012 sold and installed stone and tile. On March 28, 2012, the Company disposed of its tile business by forming a subsidiary corporation called CCT, Inc., moving the related assets and transferrable liabilities into CCT, Inc., then selling CCT, Inc. to a former officer for a nominal sum. | |
Respect American Glass (“RAG”) was incorporated on June 1, 2012 under the laws of the state of Florida. On October 4, 2012, the Company acquired all the outstanding shares of RAG for $100 through a mutual stock purchase agreement. In the rescission agreement with Respect Innovations, Inc., the Company agreed to sell Respect American Glass (“RAG), a wholly owned subsidiary of the Company, to an officer of Respect Innovations, Inc. | |
The Company currently intends to acquire for its own use or licensing to others coatings and laminates made from microscopic particles known as “nanotechnology.” |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. | |
Cash equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2013 and 2012, the Company had no cash equivalents. | |
Fair value of financial instruments | |
The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. | |
The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. | |
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | |
A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; | |
B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and | |
C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. | |
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability. | |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2013 and 2012. | |
The Company had no assets and/or liabilities measured at fair value on a recurring basis for the year ended September 30, 2013 and 2012, respectively, using the market and income approaches. | |
Property and Equipment | |
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |
Impairment of long-lived assets | |
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |
The Company determined that there were no impairments of long-lived assets as of September 30, 2013 and June 30, 2013. | |
Commitments and contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | |
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. | |
Income taxes | |
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |
Stock-Based Compensation | |
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. | |
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification. | |
Net income (loss) per share | |
The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. | |
There were 44,144,578 potentially dilutive shares outstanding as of September 30, 2013 which were derived from the outstanding convertible promissory notes to Globe Financial Corp and Asus Global Holdings Inc. There were no potentially dilutive shares outstanding as of June 30, 2012. | |
Subsequent events | |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. | |
Recently issued accounting pronouncements | |
In July 2012, FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other. This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles – Goodwill and Other – General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. ASU No. 2012-02 will be effective for annual and impairment tests performed for fiscal years beginning after 15 September 2012, with early adoption permitted. The Company does not expect the adoption of this update will have a material effect on its financial statements. | |
Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Going_Concern
Going Concern | 3 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
NOTE 3 - GOING CONCERN | ' |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | |
As of September 30, 2013, the Company had an accumulated deficit of $22,568,725, which included a net loss of $11,789,324 reported for the quarter ended September 30, 2013. Also, during the quarter ended September 30, 2013 the Company used net cash of $171,398 for operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. | |
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Asset_Purchase_Agreement
Asset Purchase Agreement | 3 Months Ended |
Sep. 30, 2013 | |
Asset Purchase Agreement | ' |
NOTE 4 - ASSET PURCHASE AGREEMENT | ' |
On October 10, 2012, the Company executed an asset purchase agreement with Dr. Victor Castano, a related party, whereby the Company issued on September 18, 2013 101,000,000 common shares for the assignment and all rights to Dr. Castano’s patent pending nanotechnology. | |
The Company valued the 101,000,000 shares at par value ($0.001), which resulted in $101,000 of consideration paid for the asset. |
Sale_of_Subsidiary
Sale of Subsidiary | 3 Months Ended |
Sep. 30, 2013 | |
Sale Of Subsidiary | ' |
NOTE 5 - SALE OF SUBSIDIARY | ' |
On May 1, 2012, the Company entered into an asset purchase agreement with Respect Innovations, Inc. whereby the Company issued 100,000,000 common shares in return for patent pending technology. The Company later completed a patent search and found 10 different right-of-usage infringements that were not fully disclosed during the negotiations of the asset purchase agreement. The Company was forced to cancel the agreement with Respect Innovations, Inc. In the rescission agreement with Respect Innovations, Inc., the Company agreed to sell Respect American Glass (“RAG), a wholly owned subsidiary of the Company, to an officer of RAG for $100. | |
RAG was incorporated for the purpose of being a wholly owned subsidiary of the Company. Upon incorporation, RAG’s listed officers are the same as those of Respect Innovations, Inc. So when the asset purchase agreement with Respect Innovations was canceled, RAG was spun off to avoid conflict of interests. | |
In the rescission agreement with Respect Innovations, Inc., the Company agreed to sell RAG to a related officer for $100. On the date of the sale, October 8, 2012, RAG had $32,361 in assets, all of which was cash. RAG had $-0- in liabilities on the date of the sale which resulted in the Company recording a loss on the sale of subsidiary of $32,261. The Company sold RAG for less than the net book value in order to ensure a successful rescission agreement with Respect Innovations Inc. and, therefore, lower the risk of future litigation between the parties involved. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
NOTE 6- RELATED PARTY TRANSACTIONS | ' |
Canceled Shares | |
In June 2013, the Company canceled 11,400,000 shares to Bernardo Chavarria, the Company’s chief executive officer. In June 2013, the Company canceled 64,600,000 shares to Jose Manuel Flores Hernandez, a founding officer of the Company. | |
Spin Off of Subsidiary | |
The Company acquired all the outstanding stock in RAG on October 8, 2012 for $100. The appointed officers of RAG are also officers of Respect Innovations, Inc. RAG was spun off and sold for $100 to an officer of RAG under the terms of the canceled agreement with Respect Innovations, Inc. | |
Discontinued Operations | |
The gain on discontinued operations from the stone and tile business in fiscal year 2012 was $23,806. The net liabilities of CCT, Inc. on the date of disposal were $100,747 which the Company upon sale of CCT, Inc. to a former officer and director recorded as a capital contribution due to the related party nature of the disposal. | |
Purchase Agreement | |
As discussed in note 4 the Company entered into an agreement for patent technology with a related party. |
Commitments_Contigencies
Commitments & Contigencies | 3 Months Ended |
Sep. 30, 2013 | |
Commitments Contigencies | ' |
NOTE 7 - COMMITMENTS & CONTIGENCIES | ' |
Office Lease | |
On November 1, 2012, the Company signed a one year lease to occupy office space in suite 916 of the Ford Building at 615 Griswold, Detroit, Michigan. The lease requires a $400 deposit and monthly payments of $400. | |
Minimum future rental payments under the agreement are as follows: | |
2013- $400 | |
Consulting Agreement | |
On October 10, 2012, the Company executed a (3) three year consulting agreement with Dr. Victor Castano. Pursuant to the agreement, the Company will pay Dr. Castano $15,000 a month plus reimbursement for travel related expenses. Dr. Castano will provide research and development services for the Company. | |
On January 1, 2013, the Company executed a (1) year consulting agreement with Felipe Estevan Samario Nino. Pursuant to the agreement, the Company will pay Mr. Nino $5,000 a month plus reimbursement for travel related expenses. Mr. Nino will provide research and development managerial related services for the Company. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended |
Sep. 30, 2013 | |
Convertible Notes Payable | ' |
NOTE 8- CONVERTIBLE NOTES PAYABLE | ' |
On December 30, 2012, the Company entered into a convertible promissory note with Globe Financial Corp. for $201,000 bearing no interest and convertible at a 50% discount to market. The note is payable on demand. Since the conversion rate is discounted to market, the Company calculated a derivative liability of $2,455,751 at June 30, 2013 using the Black Scholes Model, plus for the three months ended September 30, 2013 an additional $2,870,684. | |
On December 31, 2012, the Company entered into a convertible promissory note with Globe Financial Corp. for $90,000 bearing no interest and convertible at a 50% discount to market. The note is payable on demand. Since the conversion rate is discounted to market, the Company calculated a derivative liability of $1,175,578 at June 30, 2013 using the Black Scholes Model and recorded an additional $1,374,256 for the three months ended September 30, 2013. | |
On January 5, 2013, the Company entered into a convertible promissory note with Asus Global Holdings Inc. for $475,000 bearing no interest and convertible at a 50% discount to market. The note is payable on demand. Since the conversion rate is discounted to market, the Company calculated a derivative liability of $5,817,112 at June 30, 2013 using the Black Scholes Model and recorded an additional $6,800,150 for the three months ended September 30, 2013. | |
In the three months ended September 30, 2013 the Company entered into a new convertible note agreement with Asus Global Holdings for $150,000 with the same terms as previously noted. The Company recorded a derivative liability of $577,943 using the Black Scholes Model. | |
At September 30, 2013, the balance due against these four convertible notes was $916,000. In connection with the issuance of these convertible notes the Company recorded a derivative liability of $21,071,474 as of September 30, 2013. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2013 | |
Stockholders Equity | ' |
NOTE 9 - STOCKHOLDERS' EQUITY | ' |
Common and preferred shares authorized | |
The Company is authorized 500,000,000 shares of common stock with $0.001 par value and 10,000,000 shares of preferred stock with $0.001 par value. | |
Common shares issued | |
In July 2012, the Company issued 100,000,000 shares to Respect Innovations, Inc. pursuant to the asset purchase agreement. The agreement with Respect Innovations, Inc. was rescinded and the 100,000,000 shares were returned to the Company in November 2012. The Company then canceled the 100,000,000 shares. | |
In June of 2013, the Company canceled 76,000,000 shares that were previously issued to founding officers of the Company. The canceled shares were originally valued as founder shares at par ($0.001). This cancelation resulted in a $76,000 credit to additional paid-in capital. | |
Pursuant to the asset purchase agreement with Dr. Castano, a related party, the Company issued him 101,000,000 common shares at par value ($0.001) during the quarter ended September 30, 2013. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Sep. 30, 2013 | |||
Subsequent Events | ' | ||
NOTE 10 - SUBSEQUENT EVENTS | ' | ||
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no other material subsequent events exist. | |||
1 | On October 1, 2013 the Company board of directors approved a board resolution authorizing the Company to issue a total of 15,000,000 stock options; 2,000,000 of these options were issued to four consultants for services to the Company. The options begin vesting on October 1, 2013 and terminate October 1, 2015. The stock options have an option price of $0.40 per share. | ||
2 | In October of 2013, the Company entered into a convertible promissory note with Asus Global Holdings Inc. for $75,000 bearing no interest and convertible at a 50% discount to market. The note is payable on demand. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies Policies | ' |
Basis of presentation | ' |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Use of estimates | ' |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. | |
Cash equivalents | ' |
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2013 and 2012, the Company had no cash equivalents. | |
Fair value of financial instruments | ' |
The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. | |
The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. | |
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | |
A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; | |
B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and | |
C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. | |
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability. | |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2013 and 2012. | |
The Company had no assets and/or liabilities measured at fair value on a recurring basis for the year ended September 30, 2013 and 2012, respectively, using the market and income approaches. | |
Property and Equipment | ' |
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |
Impairment of long-lived assets | ' |
The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. | |
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |
The Company determined that there were no impairments of long-lived assets as of September 30, 2013 and June 30, 2013. | |
Commitments and contingencies | ' |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | ' |
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. | |
Income taxes | ' |
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |
Stock-Based Compensation | ' |
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. | |
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification. | |
Net income (loss) per share | ' |
The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. | |
There were 44,144,578 potentially dilutive shares outstanding as of September 30, 2013 which were derived from the outstanding convertible promissory notes to Globe Financial Corp and Asus Global Holdings Inc. There were no potentially dilutive shares outstanding as of June 30, 2012. | |
Subsequent events | ' |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. | |
Recently issued accounting pronouncements | ' |
In July 2012, FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other. This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles – Goodwill and Other – General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. ASU No. 2012-02 will be effective for annual and impairment tests performed for fiscal years beginning after 15 September 2012, with early adoption permitted. The Company does not expect the adoption of this update will have a material effect on its financial statements. | |
Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Recovered_Sheet1
Summary Of Significant Accounting Policies (Details Narrative) | Sep. 30, 2013 |
Summary Of Significant Accounting Policies Details Narrative | ' |
Potentially dilutive shares outstanding | 44,144,578 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | |
Going Concern Details Narrative | ' | ' | ' |
Accumulated deficit | $22,568,725 | ' | $10,779,491 |
Net Loss | 11,789,234 | 10,092 | ' |
Used net cash | $171,398 | ' | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | 3 Months Ended |
Sep. 30, 2013 | |
Convertible Notes Payable Details Narrative | ' |
Convertible notes payable | $150,000 |
Additional derivative liability one | 2,870,684 |
Additional derivative liability two | 1,374,256 |
Additional derivative liability three | 6,800,150 |
Convertible notes | 916,000 |
Derivative liability | $21,071,474 |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Common Stock, Par Value | $0.00 | $0.00 |
Dr. Castano | ' | ' |
Common stock outstanding | 101,000,000 | ' |
Common Stock, Par Value | $0.00 | ' |