Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Oct. 14, 2014 | Dec. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'iWallet Corp | ' | ' |
Entity Central Index Key | '0001498372 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $123,461 |
Entity Common Stock, Shares Outstanding | ' | 33,919,419 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | ' | $2,089 |
TOTAL ASSETS | ' | 2,089 |
Current Liabilities | ' | ' |
Accrued expenses (note 4) | 113,155 | 105,330 |
Accrued interest related party (note 3) | 4,245 | 2,269 |
Shareholder loans (note 2) | 12,590 | 12,590 |
Notes payable related party (note 3 & 7) | 42,382 | ' |
Total Current Liabilities | 172,372 | 120,189 |
Long Term Liabilities | ' | ' |
Notes payable related party (note 3 & 7) | ' | 29,985 |
Total Liabilities | 172,372 | 150,174 |
STOCKHOLDERS DEFICIT | ' | ' |
Common stock, $.001 par value, 75,000,000 shares authorized, 6,427,800 shares issued and outstanding (note 5) | 6,428 | 6,428 |
Additional paid in capital | 32,372 | 32,372 |
Deficit | -211,172 | -186,885 |
Total Stockholders Deficit | -177,372 | -148,085 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | ' | $2,089 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | ' | 75,000,000 |
Common stock, shares issued | 6,427,800 | 6,427,800 |
Statements_of_Loss_and_Compreh
Statements of Loss and Comprehensive Loss (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
REVENUES | ' | ' |
OPERATING EXPENSES | ' | ' |
Professional fees | 21,424 | 47,236 |
Consulting fees | ' | ' |
Impairment expense mineral properties | ' | ' |
Rent | ' | ' |
General and administrative | 886 | 669 |
TOTAL OPERATING EXPENSES | 22,310 | 47,905 |
LOSS FROM OPERATIONS | -22,310 | -47,905 |
OTHER EXPENSE | ' | ' |
Interest expense | 1,976 | -1,269 |
LOSS BEFORE PROVISION FOR FEDERAL INCOME TAX | -24,287 | -49,174 |
PROVISION FOR FEDERAL INCOME TAX | ' | ' |
NET AND COMPREHENSIVE LOSS | ($24,287) | ($49,174) |
LOSS PER SHARE: BASIC AND DILUTED | $0 | ($0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 6,427,800 | 6,427,800 |
Statement_of_Stockholders_Defi
Statement of Stockholders Deficit (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit During the Exploration Stage | Total |
Beginning balance, amount at Jun. 30, 2012 | $6,428 | $32,372 | ($137,711) | ($98,911) |
Beginning balance, shares at Jun. 30, 2012 | 6,427,800 | ' | ' | ' |
Net loss | ' | ' | -49,174 | -49,174 |
Ending balance, amount at Jun. 30, 2013 | 6,428 | 32,372 | -186,885 | -148,085 |
Ending balance, shares at Jun. 30, 2013 | 6,427,800 | ' | ' | ' |
Net loss | ' | ' | -24,287 | -24,287 |
Ending balance, amount at Jun. 30, 2014 | $6,428 | $32,372 | ($211,172) | ($177,372) |
Ending balance, shares at Jun. 30, 2014 | 6,427,800 | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss for the period | ($24,287) | ($49,174) |
Changes in Assets and Liabilities: | ' | ' |
Increase in accrued expenses | 9,801 | 39,504 |
CASH FLOWS USED IN OPERATING ACTIVITIES | -14,486 | -9,670 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from notes payable - related party | 12,397 | 9,985 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 12,397 | 9,985 |
NET INCREASE (DECREASE) IN CASH | -2,089 | 315 |
Cash, beginning of period | 2,089 | 1,774 |
CASH, END OF PERIOD | ' | 2,089 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Summary_of_Accounting_Policies
Summary of Accounting Policies | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Nature of Business | |
Queensridge Mining Resources, Inc. (“Queensridge” or the “Company”) was incorporated in Nevada on January 29, 2010. Queensridge was an exploration stage company in the process of acquiring certain mining claims. On July 21, 2014 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iWallet Corporation, a private California corporation (“iWallet”), and our subsidiary formed for the purposes of the transaction, iWallet Acquisition Corp. (the “Acquisition Sub”). Pursuant to the Merger Agreement, iWallet merged with and into the Acquisition Sub, which resulted in iWallet becoming our wholly-owned subsidiary (the “Acquisition”). As a consequence of the Acquisition, the Company is longer pursuing the exploration and development of mineral properties and in the future through the operations of iWallet will be in the business of designing and developing biometric locking wallets and related physical, personal security products. | |
Basis of presentation | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP” or the “Standard”). The financial statements are reported in United States dollars. | |
Liquidity and going concern | |
The Company has negative working capital, has an accumulated deficit of 211,172 as of June 30, 2014 and has not yet received revenues from sales of products or services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
The ability of Queensridge to continue as a going concern is dependent upon the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. Refer to subsequent events note 7. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities of 90 days or less to be cash equivalents. At June 30, 2014 and June 30, 2013 the Company had cash balances totaling $nil and $2,089, respectively. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, accrued interest – related party, shareholder loans and notes payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of June 30, 2014, there have been no interest or penalties incurred on income taxes. | |
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
The Company uses significant estimates when determining the amounts to be recognized for the valuation allowance for deferred income tax assets., | |
Dividends | |
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown. | |
Loss Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2014 or 2013. | |
Revenue Recognition | |
The Company has yet to realize revenues from operations. The Company intends to recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. | |
Stock-Based Compensation | |
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. There have been no stock options issued to employees. | |
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There have been no stock options issued to non-employees. | |
Recently Adopted Accounting Pronouncements | |
“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, (“ASU 2013-2”) issued in February 2013 requires entities to disclose additional information for items reclassified out of accumulated other comprehensive income (“AOCI”). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected line item of net income. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income, provided that all the information is disclosed in a single location. However, an entity is prohibited from providing this information parenthetically on the face of the statement that reports net income, if it has items that are not reclassified in their entirety into net income. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the financial statements of the Company. | |
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for all the periods presented as these are the Company’s first financial statements. | |
Recent Accounting Pronouncements | |
“Income Taxes (Topic - 750): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists” (“ASU 2013-11”) issued in July 2013 provides guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013. | |
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. The impact on our Financial Statements of adopting ASU 2014-09 is being assessed by management. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).” The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and is still assessing the impact on the financial statements. | |
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 consolidated financial statements. |
Shareholder_Loans
Shareholder Loans | 12 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Shareholder Loans | ' |
The Company has received advances from a shareholder to help fund operations. The balance of the shareholder loans was $12,590 and $12,590 as of June 30, 2014 and June 30, 2013, respectively. The loans are unsecured, non-interest bearing and have no specific terms of repayment. | |
All shares holder loans are released and forgiven upon the merger with iWallet subsequent to year end. |
Notes_Payable_Related_Party
Notes Payable - Related Party | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||
Notes Payable - Related Party | ' | ||||||||||||
The related party is the controlling shareholder of the Company. The notes are unsecured, bear interest at 5% per annum and are due from March 2015 to November 2015 as follows: | |||||||||||||
Note Amount | Issue Date | Maturity Date | |||||||||||
PKS Trust | $ | 10,000 | 4/24/11 | 4/24/15 | |||||||||
PKS Trust | $ | 10,000 | 10/4/11 | 10/4/15 | |||||||||
PKS Trust | $ | 1,985 | 8/14/12 | 8/14/14 | |||||||||
PKS Trust | $ | 3,500 | 8/29/12 | 8/29/14 | |||||||||
PKS Trust | $ | 1,000 | 3/19/13 | 3/19/15 | |||||||||
PKS Trust | $ | 3,500 | 5/13/13 | 5/13/15 | |||||||||
PKS Trust | $ | 5,700 | 8/22/13 | 8/22/15 | |||||||||
PKS Trust | $ | 4,000 | 9/25/13 | 9/25/15 | |||||||||
PKS Trust | $ | 2,697 | 11/18/13 | 11/18/15 | |||||||||
Total notes payable | $ | 42,382 | |||||||||||
Interest expense of $1,976 and $1,269 was recorded for the years ended June 30, 2014 and 2013, respectively. | |||||||||||||
Maturities as of June 30, | Total | ||||||||||||
2014 | — | ||||||||||||
2015 | 29,682 | ||||||||||||
2016 | 12,700 | ||||||||||||
2017 | — | ||||||||||||
2018 | — | ||||||||||||
Total notes payable | $ | 42,382 | |||||||||||
All of the notes payable are released by the shareholder upon merger with iWallet subsequent to year end. | |||||||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consisted of the following at June 30, 2014 and June 30, 2013: | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
Accrued accounting fees | $ | 10,300 | $ | 10,500 | |||||
Accrued legal fees | 102,855 | 94,045 | |||||||
Accrued transfer agent fees | — | 785 | |||||||
Total accrued expenses | $ | 113,155 | $ | 105,330 |
Common_Stock
Common Stock | 12 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Common Stock | ' |
On February 8, 2010, the Company issued 3,100,000 founder shares at $0.001 (par value) for cash totaling $3,100. | |
On March 29, 2010, the Company issued 3,250,000 shares at $0.005 for cash totaling $16,250. | |
On May 29, 2010, the Company issued 77,800 shares at $0.25 for cash totaling $19,450. | |
The Company had 6,427,800 shares of common stock issued and outstanding as of June 30, 2014 and 2013. | |
The Company has not issued any stock options or warrants as of June 30, 2014. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
The reconciliation of the combined U.S. federal and state statutory income tax rate to the effective tax rates is as follows years ended June 30 is as follows: | ||||||||
2014 | 2013 | |||||||
Loss before recovery of income taxes | $ | 24,286 | $ | 49,174 | ||||
Expected income tax recovery | $ | (8,500 | ) | $ | (16,719 | ) | ||
Tax rate changes and other adjustments | (14,710 | ) | (33,969 | ) | ||||
Change in tax benefits not recognized | 23,210 | 50,688 | ||||||
Income tax recovery | $ | — | $ | — | ||||
The 2014 statutory tax rate of 35% does not differ from that of fiscal 2013. | ||||||||
The net operating loss carry forwards expire as noted in the table below. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the entity can utilize the benefits therefrom. | ||||||||
The Company’s non-capital income tax losses expire as follows: | ||||||||
2030 | $ | 11,545 | ||||||
2031 | 88,329 | |||||||
2032 | 37,802 | |||||||
2033 | 49,174 | |||||||
2034 | 19,286 | |||||||
$ | 206,136 |
Commitments
Commitments | 12 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments | ' |
Legal Matters | |
From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors. | |
Warranty Provisions | |
The Company is also exposed to warranty contingencies associated with the iWallet and has recorded a provision for these for the period ended June 30, 2014 of $2,763 and the year ended December 31, 2013 of $3,062, however, the actual amount of loss could be materially different. | |
Lease agreements | |
On June 1, 2014 the Company entered into a new lease agreement for $2,500 per month on a month to month basis. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Subsequent Events [Abstract] | ' | |||||||||||||||
Subsequent Events | ' | |||||||||||||||
In accordance with ASC 855-10, the Company’s management has analyzed its operations through the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose, except as noted below. | ||||||||||||||||
Merger Agreement and Acquisition | ||||||||||||||||
On July 21, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iWallet Corporation, a private California corporation (“iWallet”), and our subsidiary formed for the purposes of the transaction, iWallet Acquisition Corp. (the “Acquisition Sub”). Pursuant to the Merger Agreement, iWallet merged with and into the Acquisition Sub, which resulted in iWallet becoming our wholly-owned subsidiary (the “Acquisition”). Immediately following the Acquisition, the Acquisition Sub was merged with and into our corporation. In connection with this subsequent subsidiary merger, we changed our corporate name to “iWallet Corporation.” | ||||||||||||||||
In addition, pursuant to the terms and conditions of the Merger Agreement: | ||||||||||||||||
§ | The holders of all of the capital stock of iWallet issued and outstanding immediately prior to the closing of the Acquisition exchanged their shares on a pro-rata basis for 10,000,000 newly-issued shares of our common stock. | |||||||||||||||
§ | Certain Secured Convertible Debentures previously issued by iWallet were converted to newly issued shares of our common stock and warrants. The former iWallet debenture holders were issued a total of 3,222,120 shares of common stock, and warrants to purchase 3,222,120 shares of common stock at a price of $0.20 per share, exercisable for two (2) years. | |||||||||||||||
§ | Immediately upon closing of the Acquisition, we closed a private offering of Units at a price of $0.30 per Unit, each Unit consisting of one (1) share of common stock and one (1) warrant to purchase one share of common stock at a price of $0.60 per share, exercisable for two (2) years. A total of 6,479,002 shares of common stock and 6,479,002 warrants were issued to subscribers in the offering. In addition, a total of 583,110 Units were issued as compensation to certain licensed securities brokers who assisted with the offering. The offering was conducted pursuant to Rule 506 under Regulation D and was conditional upon the closing of the Acquisition. | |||||||||||||||
ASC Topic 805 requires supplemental information on a pro forma basis to disclose the results of operations as though the business combination had been completed as of the beginning of the periods being reported. | ||||||||||||||||
The following condensed unaudited pro forma information gives effect to these acquisitions as if they had occurred on July 1, 2012. The pro forma information has been included in the notes as required by U.S. generally accepted accounting principles and is provided for comparison purposes only. The pro forma financial information is not necessarily indicative of the financial results that would have occurred had these acquisitions been effective on the dates as indicated and should not be viewed as indicative of operations in the future. | ||||||||||||||||
July 1, 2012 to June 30, 2013 | ||||||||||||||||
Queensridge | iWallet | Pro forma adjustments | Combined entity | |||||||||||||
Total sales | $ | — | $ | 111,650 | $ | — | 111,650 | |||||||||
Total net and comprehensive loss for the year | ($ | 49,174 | ) | $ | (146,419 | ) | $ | 98,911 | ($ | 96,682 | ) | |||||
July 1, 2013 to June 30, 2014 | ||||||||||||||||
Queensridge | iWallet | Pro forma adjustments | Combined entity | |||||||||||||
Revenue | $ | — | $ | 91,902 | $ | — | $ | 91,902 | ||||||||
Total net and comprehensive loss for the year | $ | 24,287 | ($ | 480,950 | ) | $ | 148,085 | $ | (357,152 | ) | ||||||
Immediately prior to the Merger, a former controlling shareholder, received a transfer of all assets and agreed to cancel and/or assume all liabilities related to Queensridge’s pre-acquisition business. The transfer resulted in a gain on transfer of assets of $148,085 for the year ended June 30, 2014 (2013 - $98,911). Philip Stromer, received a transfer of all of Company’s rights and title in certain mining claims located in Newfoundland, Canada under License No. 020848M and agreed to release debt owing to him of $42,382 and $12,950. | ||||||||||||||||
Stock Issuance | ||||||||||||||||
Concurrent with his appointment on September 8, 2014, we entered into an Executive Employment Agreement (the “Agreement”) with our CEO, Jack Chadsey. Under the Agreement, Mr. Chadsey will serve as our CEO and a member of the Board for three (3) years. He will be paid a minimum base annual salary of $150,000, subject to annual review. In addition to annual salary, the Agreement provides Mr. Chadsey with a grant of common stock equal to a total of fifteen percent (15%) of our issued and outstanding common stock, or 4,398,207 shares under current figures. The stock grant will vest in annual phases over the course of the term of the agreement. |
Summary_of_Accounting_Policies1
Summary of Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Nature of Business | ' |
Queensridge Mining Resources, Inc. (“Queensridge” or the “Company”) was incorporated in Nevada on January 29, 2010. Queensridge was an exploration stage company in the process of acquiring certain mining claims. On July 21, 2014 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iWallet Corporation, a private California corporation (“iWallet”), and our subsidiary formed for the purposes of the transaction, iWallet Acquisition Corp. (the “Acquisition Sub”). Pursuant to the Merger Agreement, iWallet merged with and into the Acquisition Sub, which resulted in iWallet becoming our wholly-owned subsidiary (the “Acquisition”). As a consequence of the Acquisition, the Company is longer pursuing the exploration and development of mineral properties and in the future through the operations of iWallet will be in the business of designing and developing biometric locking wallets and related physical, personal security products. | |
Basis of presentation | ' |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP” or the “Standard”). The financial statements are reported in United States dollars. | |
Liquidity and going concern | ' |
The Company has negative working capital, has an accumulated deficit of 211,172 as of June 30, 2014 and has not yet received revenues from sales of products or services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
The ability of Queensridge to continue as a going concern is dependent upon the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. Refer to subsequent events note 7. | |
Cash and Cash Equivalents | ' |
The Company considers all highly liquid investments with maturities of 90 days or less to be cash equivalents. At June 30, 2014 and June 30, 2013 the Company had cash balances totaling $nil and $2,089, respectively. | |
Fair Value of Financial Instruments | ' |
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, accrued interest – related party, shareholder loans and notes payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxes | ' |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of June 30, 2014, there have been no interest or penalties incurred on income taxes. | |
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
The Company uses significant estimates when determining the amounts to be recognized for the valuation allowance for deferred income tax assets. | |
Dividends | ' |
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown. | |
Loss Per Share | ' |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2014 or 2013. | |
Revenue Recognition | ' |
The Company has yet to realize revenues from operations. The Company intends to recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. | |
Stock-Based Compensation | ' |
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. There have been no stock options issued to employees. | |
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There have been no stock options issued to non-employees. | |
Recently Adopted Accounting Pronouncements | ' |
“Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, (“ASU 2013-2”) issued in February 2013 requires entities to disclose additional information for items reclassified out of accumulated other comprehensive income (“AOCI”). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected line item of net income. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income, provided that all the information is disclosed in a single location. However, an entity is prohibited from providing this information parenthetically on the face of the statement that reports net income, if it has items that are not reclassified in their entirety into net income. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the financial statements of the Company. | |
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for all the periods presented as these are the Company’s first financial statements. | |
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 consolidated financial statements. | |
Recent Accounting Pronouncements | ' |
“Income Taxes (Topic - 750): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists” (“ASU 2013-11”) issued in July 2013 provides guidance on how to present an unrecognized tax benefit. The guidance is effective for annual periods beginning after December 15, 2013. | |
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. The impact on our Financial Statements of adopting ASU 2014-09 is being assessed by management. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).” The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and is still assessing the impact on the financial statements. | |
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 consolidated financial statements. |
Notes_Payable_Related_Party_Ta
Notes Payable - Related Party (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||
Schedule of Convertible Promissory Notes | ' | ||||||||||||
Note Amount | Issue Date | Maturity Date | |||||||||||
PKS Trust | $ | 10,000 | 4/24/11 | 4/24/15 | |||||||||
PKS Trust | $ | 10,000 | 10/4/11 | 10/4/15 | |||||||||
PKS Trust | $ | 1,985 | 8/14/12 | 8/14/14 | |||||||||
PKS Trust | $ | 3,500 | 8/29/12 | 8/29/14 | |||||||||
PKS Trust | $ | 1,000 | 3/19/13 | 3/19/15 | |||||||||
PKS Trust | $ | 3,500 | 5/13/13 | 5/13/15 | |||||||||
PKS Trust | $ | 5,700 | 8/22/13 | 8/22/15 | |||||||||
PKS Trust | $ | 4,000 | 9/25/13 | 9/25/15 | |||||||||
PKS Trust | $ | 2,697 | 11/18/13 | 11/18/15 | |||||||||
Total notes payable | $ | 42,382 | |||||||||||
Maturities as of June 30, | Total | ||||||||||||
2014 | — | ||||||||||||
2015 | 29,682 | ||||||||||||
2016 | 12,700 | ||||||||||||
2017 | — | ||||||||||||
2018 | — | ||||||||||||
Total notes payable | $ | 42,382 |
Accured_Expenses_Tables
Accured Expenses (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities | ' | ||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
Accrued accounting fees | $ | 10,300 | $ | 10,500 | |||||
Accrued legal fees | 102,855 | 94,045 | |||||||
Accrued transfer agent fees | — | 785 | |||||||
Total accrued expenses | $ | 113,155 | $ | 105,330 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Federal Income Tax | ' | |||||||
2014 | 2013 | |||||||
Loss before recovery of income taxes | $ | 24,286 | $ | 49,174 | ||||
Expected income tax recovery | $ | (8,500 | ) | $ | (16,719 | ) | ||
Tax rate changes and other adjustments | (14,710 | ) | (33,969 | ) | ||||
Change in tax benefits not recognized | 23,210 | 50,688 | ||||||
Income tax recovery | $ | — | $ | — | ||||
Non-Capital Income Tax Losses | ' | |||||||
2030 | $ | 11,545 | ||||||
2031 | 88,329 | |||||||
2032 | 37,802 | |||||||
2033 | 49,174 | |||||||
2034 | 19,286 | |||||||
$ | 206,136 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Subsequent Events [Abstract] | ' | |||||||||||||||
Condensed Pro Forma Sales | ' | |||||||||||||||
Queensridge | iWallet | Pro forma adjustments | Combined entity | |||||||||||||
Total sales | $ | — | $ | 111,650 | $ | — | 111,650 | |||||||||
Total net and comprehensive loss for the year | ($ | 49,174 | ) | $ | (146,419 | ) | $ | 98,911 | ($ | 96,682 | ) | |||||
Condensed Pro Forma Revenues | ' | |||||||||||||||
Queensridge | iWallet | Pro forma adjustments | Combined entity | |||||||||||||
Revenue | $ | — | $ | 91,902 | $ | — | $ | 91,902 | ||||||||
Total net and comprehensive loss for the year | $ | 24,287 | ($ | 480,950 | ) | $ | 148,085 | $ | (357,152 | ) |
Summary_of_Accounting_Policies2
Summary of Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Date of Incorporation | 29-Jan-10 | ' |
Cash and cash equivalents | ' | $2,089 |
Shareholder_Loans_Details_Narr
Shareholder Loans (Details Narrative) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Notes to Financial Statements | ' | ' |
Shareholder loans | $12,590 | $12,590 |
Notes_Payable_Related_Party_Sc
Notes Payable - Related Party - Schedule of Convertible Promissory Notes (Details) (USD $) | 12 Months Ended | |||||||||||
Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
PKS Trust 1 | PKS Trust 2 | PKS Trust 3 | PKS Trust 4 | PKS Trust 5 | PKS Trust 6 | PKS Trust 7 | PKS Trust 8 | PKS Trust 9 | Maturity Date As Of June 30, 2015 | Maturity Date As Of June 30, 2016 | ||
Principal Amount | ' | $10,000 | $10,000 | $1,985 | $3,500 | $1,000 | $3,500 | $5,700 | $4,000 | $2,697 | ' | ' |
Issue Date | ' | 24-Apr-11 | 4-Oct-11 | 14-Aug-12 | 29-Aug-12 | 19-Mar-13 | 13-May-13 | 22-Aug-13 | 25-Sep-13 | 18-Nov-13 | ' | ' |
Maturity Date | ' | 24-Apr-15 | 4-Oct-15 | 14-Aug-14 | 29-Aug-14 | 19-Mar-15 | 13-May-15 | 22-Aug-15 | 25-Sep-15 | 18-Nov-15 | ' | ' |
Total Note Amount Payable | 42,382 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Note Interest Payable | 42,382 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Loan Maturity Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29,682 | $12,700 |
Notes_Payable_Related_Party_De
Notes Payable - Related Party (Details Narrative) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Related Party Transactions [Abstract] | ' | ' | ' |
Notes payable - related party | ' | $10,000 | $10,000 |
Interest rate | ' | 5.00% | ' |
Interest expense | $1,976 | ($1,269) | ($875) |
Accrued_Expenses_Schedule_of_A
Accrued Expenses - Schedule of Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accrued accounting fees | $10,300 | $10,500 |
Accrued legal fees | 102,855 | 94,045 |
Accrued transfer agent fees | ' | 785 |
Total accrued expenses | $113,155 | $105,330 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | 29-May-10 | Mar. 28, 2010 | Feb. 28, 2010 | |
Equity [Abstract] | ' | ' | ' | ' | ' |
Common stock, shares issued to founder | ' | ' | 77,800 | 3,250,000 | 3,100,000 |
Common stock, par value | $0.00 | $0.00 | $0.25 | $0.01 | $0.00 |
Common stock, proceeds from issuance | ' | ' | $19,450 | $16,250 | $3,100 |
Common stock, shares issued | 6,427,800 | 6,427,800 | ' | ' | ' |
INCOME_TAXES_Federal_Income_Ta
INCOME TAXES - Federal Income Tax (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Federal income tax benefit attributable to: | ' | ' |
NET AND COMPREHENSIVE LOSS | ($24,287) | ($49,174) |
Current operations | 8,257 | 16,719 |
Less: valuation allowance | -8,257 | -16,719 |
Net provision for Federal income tax | ' | ' |
INCOME_TAXES_NonCapital_Income
INCOME TAXES - Non-Capital Income Tax Losses (Details) (USD $) | 12 Months Ended | |||||
Jun. 30, 2034 | Jun. 30, 2033 | Jun. 30, 2032 | Jun. 30, 2031 | Jun. 30, 2030 | Jun. 30, 2014 | |
Tax Loss Total | ||||||
Non-Capital Income Tax Losses | $19,286 | $49,174 | $37,802 | $88,329 | $11,545 | $206,136 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2013 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' | ' |
Efffective Tax Rate | 34.00% | 34.00% |
Operating Loss Carryforwards | ' | ($211,172) |
Carryforward Expiration Date | ' | 1-Jan-30 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Rent | ' | ' |
Subsequent_Events_Condensed_Pr
Subsequent Events - Condensed Pro Forma Sales (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
NET AND COMPREHENSIVE LOSS | ($24,287) | ($49,174) |
QUSR | ' | ' |
Total sales | ' | ' |
NET AND COMPREHENSIVE LOSS | 24,287 | -49,174 |
IWal | ' | ' |
Total sales | ' | 111,650 |
NET AND COMPREHENSIVE LOSS | -480,950 | -146,419 |
Pro Forma Adjustments | ' | ' |
Total sales | ' | ' |
NET AND COMPREHENSIVE LOSS | 148,085 | 98,911 |
Combine Entity | ' | ' |
Total sales | ' | 111,650 |
NET AND COMPREHENSIVE LOSS | ($357,152) | ($96,682) |
Subsequent_Events_Condensed_Pr1
Subsequent Events - Condensed Pro Forma Revenues (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
REVENUES | ' | ' |
NET AND COMPREHENSIVE LOSS | -24,287 | -49,174 |
QUSR | ' | ' |
REVENUES | ' | ' |
NET AND COMPREHENSIVE LOSS | 24,287 | -49,174 |
IWal | ' | ' |
REVENUES | 91,902 | ' |
NET AND COMPREHENSIVE LOSS | -480,950 | -146,419 |
Pro Forma Adjustments | ' | ' |
REVENUES | ' | ' |
NET AND COMPREHENSIVE LOSS | 148,085 | 98,911 |
Combine Entity | ' | ' |
REVENUES | 91,902 | ' |
NET AND COMPREHENSIVE LOSS | ($357,152) | ($96,682) |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 08, 2014 | |
Private Placement Agreement | Debenture Holders | Pro Forma Adjustments | Pro Forma Adjustments | Exec Employ Agmt | |||
Exercise price | ' | ' | $0.60 | $0.20 | ' | ' | ' |
Term | ' | ' | 'P2Y | ' | ' | ' | ' |
Common Shares, Issued | ' | ' | 6,479,002 | 3,222,120 | ' | ' | ' |
Warrants to Purchase | ' | ' | 6,479,002 | 3,222,120 | ' | ' | ' |
Proceeds | ' | ' | $1,943,701 | ' | ' | ' | ' |
Common Shares, Issued as Compensation | 583,110 | ' | ' | ' | ' | ' | 4,398,207 |
Common Shares, exchanged | ' | ' | 10,000,000 | ' | ' | ' | ' |
NET AND COMPREHENSIVE LOSS | -24,287 | -49,174 | ' | ' | 148,085 | 98,911 | ' |
Total Note Amount Payable | ' | 42,382 | ' | ' | ' | ' | ' |
Shareholder loans | 12,590 | 12,590 | ' | ' | ' | ' | ' |
Annual Salary | ' | ' | ' | ' | ' | ' | $150,000 |