Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Jun. 30, 2014 | Aug. 08, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Solo International, Inc. | ' |
Entity Central Index Key | '0001501845 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--09-30 | ' |
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 Common Stock, Shares Outstanding | ' | 363,934,984 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Current | ' | ' |
Cash | $18 | ' |
Prepaid expense | 1,029 | 1,097 |
Total Current Assets | 1,047 | 1,097 |
Total Assets | 1,047 | 1,097 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 147,384 | 113,006 |
Accounts payable and accrued liabilities, related party | 950 | 2,500 |
Advances from related parties | 6,417 | 6,417 |
Convertible promissory notes, net (Note 5) | 540,400 | 503,670 |
Derivative liabilities | 34,470 | ' |
Total Current Liabilities | 729,621 | 625,593 |
STOCKHOLDERS EQUITY (DEFICIENCY) | ' | ' |
Common stock: 900,000,000 shares authorized, at $0.001 par value, 339,934,984 and 288,200,000 shares issued and outstanding as at June 30, 2014 and September 30, 2013, respectively | 339,935 | 288,200 |
Capital in excess of par value | 67,421 | 48,157 |
Deficit accumulated during the exploration stage | -1,135,930 | -960,853 |
Total Stockholders Equity (Deficiency) | -728,574 | -624,496 |
Total Liabilities and Stockholders Equity (Deficiency) | $1,047 | $1,097 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 339,934,984 | 288,200,000 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
REVENUE | ' | ' | ' | ' | ||||
EXPENSES | ' | ' | ' | ' | ||||
Exploration expense | ' | 3,877 | ' | 17,630 | ||||
Professional fees | 3,893 | 6,109 | 34,853 | 40,090 | ||||
Management fees | 7,500 | 7,500 | 26,000 | 22,500 | ||||
Other general and administrative expenses | 3,852 | 10,423 | 15,129 | 57,570 | ||||
OPERATING LOSS | -15,245 | -27,909 | -75,982 | -137,790 | ||||
OTHER INCOME (EXPENSES) | ' | ' | ' | ' | ||||
Change in fair value of derivative liabilities | 1,624 | ' | 4,064 | ' | ||||
Interest expenses | -31,721 | -25,489 | -103,159 | -144,940 | ||||
NET LOSS | ($45,342) | ($53,398) | ($175,077) | ($282,730) | ||||
Basic and diluted loss per share | $0 | [1] | $0 | [1] | $0 | [1] | $0 | [1] |
Weighted average number of shares outstanding, basic and diluted | 330,544,324 | 288,000,000 | 302,469,882 | 288,000,000 | ||||
[1] | *Less than $0.01 per share |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($175,077) | ($282,730) |
Adjustment to reconcile net loss to net cash (used in) operating activities: | ' | ' |
Change in fair value of derivative liabilities | -4,064 | ' |
Interest expense-Amortization on discount of convertible promissory notes | 61,763 | 109,590 |
Changes in operating assets and liabilities: | ' | ' |
(Increase) decrease in prepaid expense | 68 | 2,572 |
Increase (decrease) in accounts payable and accrued liabilities | 34,328 | 34,330 |
Net cash provided by (used) in operating activities | -82,982 | -136,238 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase mineral claims | ' | ' |
Net cash used in investing activities | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from convertible notes payable | 83,000 | 95,000 |
Net cash provided by financing activities | 83,000 | 95,000 |
Increase (decrease) in cash during the period | 18 | -41,238 |
Cash, beginning of period | ' | 44,561 |
Cash, end of period | 18 | 3,323 |
Supplement cash flow information: | ' | ' |
Cash paid for: Interest | ' | ' |
Cash paid for: Taxes | ' | ' |
Non-cash transactions: | ' | ' |
Shares issued for convertible notes | $37,500 | ' |
Note_1_Organization
Note 1 - Organization | 9 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Note 1 - Organization | ' |
1. ORGANIZATION | |
SOLO INTERNATIONAL, INC. was founded in the State of Nevada on April 30, 2010 as a Poland based corporation intending to provide services in interior architectural design in Poland. | |
On October 12, 2011, Mr. Michel Plante acquired control of three million (3,000,000) pre-split shares of the Company’s issued and outstanding common stock, representing approximately 77.32% of the Company’s total issued and outstanding common stock, from Mr. Yury Shcharbakou in accordance with a stock purchase agreement by and between Mr. Plante and Mr. Shcharbakou, thus effecting a change in control of the Company. | |
On October 13, 2011, the Board of Directors of the Company authorized a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock will be exchanged for one hundred (100) new shares of the Company's common stock. | |
The effect of the stock split has been recognized retroactively in the stockholders’ deficit accounts as of April 30, 2010, and in all shares and per share data in the financial statements. | |
With the change in control of the Company, management determined not to pursue its operations in Poland and determined to enter into the mining business in the Province of Quebec and incorporated a wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc. On November 15, 2011, the Company, through its wholly-owned Quebec subsidiary, entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation. Pursuant to the Option Agreement, 9252-4768 Quebec Inc. acquired the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to 9228-6202 Quebec Inc. | |
The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable, however additional exploratory efforts are planned to be undertaken. | |
Since Inception (April 30, 2010) through June 30, 2014, the Company has not generated any revenue and has an accumulated deficit of $1,135,930. |
Note_2_Use_of_Estimates_in_the
Note 2 - Use of Estimates in the Preparation of Financial Statements | 9 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Note 2 - Use of Estimates in the Preparation of Financial Statements | ' |
2. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS | |
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) 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. Actual results could differ from those estimates. |
Note_3_Summary_of_Significant_
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Accounting Policies [Abstract] | ' | |||||||||
Note 3 - Summary of Significant Accounting Policies | ' | |||||||||
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Interim Financial Statements | ||||||||||
The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the nine month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended September 30, 2013 filed with the Securities and Exchange Commission on December 30, 2013. | ||||||||||
Basis of Presentation | ||||||||||
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly; they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. Management has evaluated subsequent events through the date the financial statements were issued. | ||||||||||
Going Concern | ||||||||||
The consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,135,930 as of June 30, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. | ||||||||||
Cash and Cash equivalents | ||||||||||
For purposes of Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of six months or less to be cash equivalents. | ||||||||||
Foreign Currency Translation | ||||||||||
The Company's functional currency and its reporting currency is the United States dollar. | ||||||||||
Stock-based Compensation | ||||||||||
The Company records stock based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | ||||||||||
Income Taxes | ||||||||||
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||
Basic and Diluted Loss Per Share | ||||||||||
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | ||||||||||
The Company had the following potential common stock equivalents at June 30, 2014: | ||||||||||
Warrants | 12,000,000 | |||||||||
Since the Company reflected a net loss in the period ended June 30, 2014, and in fiscal years 2013 and 2012, 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. | ||||||||||
Mineral Property Costs | ||||||||||
Mineral exploration and development costs are accounted for using the successful efforts method of accounting. | ||||||||||
Property acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties | ||||||||||
Exploration costs - Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred. | ||||||||||
Impairment of Mineral Properties | ||||||||||
Unproved mineral properties are assessed at each reporting period for impairment of value, and a loss is recognized at the time of the impairment by providing an impairment allowance. An asset would be impaired if the undiscounted cash flows were less than its carrying value. Impairments are measured by the amount by which the carrying value exceeds its fair value. Because the Company uses the successful efforts method, the Company assesses its properties individually for impairment, instead of on an aggregate pool of costs. Impairment of unproved properties is based on the facts and circumstances surrounding each lease and is recognized based on management’s evaluation. Management’s evaluation follows a two-step process where (1) recoverability of the carrying value of the asset is reviewed to determine if there is sufficient value recoverable to support the capitalized value at the report date; and, (2) If assets fail the recoverability test, impairment testing is conducted, including the evaluation of various criteria such as: prior history of successful operations; production currently in place and/or future projected cash flows (if any); reserve reports or evaluations from which management can prepare future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, Management’s intent regarding future development. | ||||||||||
Beneficial Conversion Feature | ||||||||||
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | ||||||||||
Fair value of financial instruments | ||||||||||
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: | ||||||||||
· Level 1: Quoted prices in active markets for identical assets or liabilities. | ||||||||||
· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | ||||||||||
· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||
The following are the major categories of liabilities measured at fair value on a recurring basis as of June 30, 2014 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||
June 30, | September 30, | |||||||||
2014 | 2013 | |||||||||
Derivative liabilities | Level 3 | $ | 34,470 | $ | - | |||||
Derivative Liabilities | ||||||||||
Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | ||||||||||
Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | ||||||||||
Recent Accounting Pronouncements | ||||||||||
On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. | ||||||||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Note_4_Mineral_Property
Note 4 - Mineral Property | 9 Months Ended |
Jun. 30, 2014 | |
Extractive Industries [Abstract] | ' |
Note 4 - Mineral Property Option Agreement | ' |
4. MINERAL PROPERTY | |
On November 15, 2011, the Company through its wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc., entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation (the “Optionor”). Pursuant to the option agreement, the Company received the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to the Optionor. | |
As part of the terms of the agreement the Company was required to make cumulative cash payments of $205,000 and to issue an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000). On May 8, 2012 the Company issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share. The Company capitalized the cash and stock payments as option costs on the mineral property. At the fiscal year ended September 30, 2012, the Company evaluated the recoverability of the amount paid for the option and determined to impair the amount in full, as the Company is currently in the exploration phase, with no proven or probable reserves having yet been determined. | |
On November 27, 2012, the Option Agreement was amended to revise certain property expenditure requirements, and concurrently it was agreed that the Company had earned its 100% right and interest in the Property for the payment of all expenditures up to November 27, 2012 and for allowing the Optionor to utilize a portion of the expenditures expended by the Optionee to apply to certain of the Optionor’s claims. The Company has transferred the title to the Property to its wholly owned subsidiary, 9252-4768 Quebec Inc. | |
During the nine months ended June 30, 2014 and June 30, 2013, the Company expended $0 and $17,630 on exploration respectively. |
Note_5_Common_Stock
Note 5 - Common Stock | 9 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Note 5 - Common Stock | ' |
4. COMMON STOCK | |
The authorized capital of the Company is 900,000,000 common shares with a par value of $ 0.001 per share. | |
On April 3, 2014, $12,000 of the original balance of a Convertible Promissory note entered into on October 22, 2013 with Asher Enterprises, Inc. (“SPA#1”) was retired by the issuance of 13,636,364 common shares at a deemed price of $0.00088. | |
On April 16, 2014, a further $15,500 of the remaining balance of SPA#1 was retired by the issuance of 20,129,870 common shares at a deemed price of $0.00077. | |
On April 25, 2014, the final balance of SPA#1 totaling $11,500, including $10,000 of the remaining balance of the original note entered into on October 22, 2013 and $1,500 in accrued interest, was retired by the issuance of 17,968,750 common shares at a deemed price of $0.00064. | |
As of June 30, 2014, 339,934,984 shares of common stock were issued and outstanding. |
Note_6_Convertible_Promissory_
Note 6 - Convertible Promissory Note, Net and Derivative Liabilities | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Note 6 - Convertible Promissory Note, Net and Derivative Liabilities | ' | ||||||||||||||||
6. CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES | |||||||||||||||||
(i) | Craigstone Ltd. (“Craigstone”) | ||||||||||||||||
On November 4, 2011, the Company entered into a Securities Purchase Agreement with Craigstone pursuant to which the Company received $100,000 as a loan from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase two hundred fifty thousand (250,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and was due on or before the twelfth month anniversary of the date of execution. The due dates were extended as described further herein. | |||||||||||||||||
During the fiscal year ended September 30, 2012, the Company entered into additional Securities Purchase Agreements with Craigstone pursuant to which the Company received collectively $320,000 as loans whereby each funding received one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”). Collectively under the Securities Purchase Agreements, Craigstone was granted the rights to purchase seven hundred twelve thousand five hundred (712,500) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and were due on or before the twelfth month anniversary of the date of execution. The due dates were extended as described further herein. | |||||||||||||||||
During the fiscal year ended September 30, 2013, the Company entered into three additional Securities Purchase Agreements with Craigstone pursuant to which the Company received a total of $45,000 as loans in exchange for which each funding received one (1) Unit consisting of a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and collectively received a three (3) year Warrant (the “Warrant”) to purchase one hundred twelve thousand five hundred (112,500) shares of the Company’s Common Stock exercisable at the lower of: (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution. | |||||||||||||||||
The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the dates of grant to be $215,439 on the notes, and $60,439 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $4,519 for the nine months ended June 30, 2014 (June 30, 2013 - $102,729), which amount has been recorded as interest expense. | |||||||||||||||||
June 30, | September 30, | Issue Date | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||||
Convertible Promissory Note – face value, due on November 4, 2014 | 115,000 | 115,000 | 115,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 85,000 | 85,000 | 85,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 35,000 | 35,000 | 35,000 | ||||||||||||||
Convertible Promissory Note – face value, due on May 11, 2014 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Convertible Promissory Note – face value, due on June 19, 2014 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 35,000 | 35,000 | 35,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Convertible Promissory Note – face value, due on May 30, 2014 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Total convertible promissory note – face value | 465,000 | 465,000 | 465,000 | ||||||||||||||
Less: beneficial conversion feature | - | (4,225 | ) | (215,439 | ) | ||||||||||||
Warrant discount | - | (294 | ) | (60,439 | ) | ||||||||||||
$ | 465,000 | $ | 460,480 | $ | 189,122 | ||||||||||||
Interest expenses: | |||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 873 | $ | 8,467 | $ | 4,519 | $ | 102,729 | |||||||||
Interest at contractual rate | 11,593 | 11,219 | 34,779 | 33,473 | |||||||||||||
Totals | $ | 12,466 | $ | 19,686 | $ | 39,298 | $ | 136,202 | |||||||||
On January 31, 2013, Craigstone agreed to extend the maturity dates of certain notes due and payable on November 4, 2012, January 4, 2012 and February 3, 2013 for a period of one year or greater so that the respective notes are now due and payable on November 4, 2013, November 4, 2014 and February 3, 2014. | |||||||||||||||||
On May 31, 2013, Craigstone agreed to extend the maturity dates of certain notes due and payable on March 8, 2013, May 11, 2013 and June 19, 2013 to March 8, 2014, May 11, 2014 and June 19, 2014.On February 6, 2014 the Craigstone agreed to extend the maturity dates of certain notes due and payable on September 11, 2013, October 19, 2013, October 26, 2013, November 4, 2013, February 3, 2014 and March 8, 2014 to March 31, 2015. | |||||||||||||||||
Presently the Company and Craigstone are in negotiation to extend the repayment terms of all notes which are presently due and payable. | |||||||||||||||||
On May 28, 2014 and June 20, 2014 respectively, Craigstone assigned a total of $16,000 from its original November 4, 2011 note in the principal amount of $100,000 to two arm’s length third parties. | |||||||||||||||||
(ii) | Adams Ale Inc. | ||||||||||||||||
Effective February 15, 2013, the Company entered into a Securities Purchase Agreement with Adams Ale Inc. (“Adams”) pursuant to which Adams agreed to undertake a private placement in the amount of $100,000. On May 1, 2013, Adams had not fully funded the private placement, having funded an amount of $50,000 and agreed to convert to a Convertible Promissory Note on the same commercial terms as the Craigstone notes discussed above. The Company agreed to enter into a Securities Purchase Agreement with Adams for the funded amount of $50,000 in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase one hundred twenty-five thousand (125,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution. | |||||||||||||||||
The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $17,473 on the note, and $806 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the six months ended June 30, 2014 was $6,811 (June 30, 2013 - $6,862), which amount has been recorded as interest expense. | |||||||||||||||||
30-Jun-14 | 30-Sep-13 | Issue Date | |||||||||||||||
Convertible Promissory Note – face value, due on February 15, 2014 | $ | 50,000 | $ | 50,000 | $ | 50,000 | |||||||||||
Total convertible promissory note – face value | 50,000 | 50,000 | 50,000 | ||||||||||||||
Less: beneficial conversion feature | - | (6,511 | ) | (17,473 | ) | ||||||||||||
Warrant discount | - | (300 | ) | (806 | ) | ||||||||||||
50,000 | 43,189 | 31,721 | |||||||||||||||
Interest expenses: | |||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | - | $ | 4,557 | $ | 6,811 | $ | 6,862 | |||||||||
Interest at contractual rate | 1,247 | 1,247 | 3,740 | 1,877 | |||||||||||||
Totals | $ | 1,247 | $ | 5,804 | $ | 10,551 | $ | 8,739 | |||||||||
Presently the Company and Adams Ale are in negotiation to extend the repayment terms of the aforementioned note which is currently due and payable. | |||||||||||||||||
(iii) | Asher Enterprises, Inc. | ||||||||||||||||
On October 22, 2013, we raised $37,500, through a private offering of a convertible promissory note (“SPA #1). Under the terms of the Note, interest shall accrue at 8% per annum until June 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable. Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. | |||||||||||||||||
The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated September 18, 2013) to convert the Note, in whole or in part, into full paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market. | |||||||||||||||||
On January 2, 2014 and February 18, 2014, we raised additional $22,500 and $15,000, respectively, through serials private offering of convertible promissory notes (“SPA #2” and “SPA #3”). Under the terms of the Note, interest shall accrue at 8% per annum until June 20, 2014 and November 3, 2014, respectively, (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable. Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated December 18, 2013 and dated January 30, 2014, respectively) to convert the Note, in whole or in part, into full paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market. | |||||||||||||||||
In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. | |||||||||||||||||
Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values. | |||||||||||||||||
We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments. | |||||||||||||||||
On April 3, 2014, $12,000 of the original balance of a Convertible Promissory note entered into on October 22, 2013with Asher Enterprises, Inc. (“SPA#1”) was retired by the issuance of 13,636,364 common shares at a deemed price of $0.00088. | |||||||||||||||||
On April 16, 2014, a further $15,500 of the remaining balance of SPA#1 was retired by the issuance of 20,129,870 common shares at a deemed price of $0.00077. | |||||||||||||||||
On April 25, 2014, the final balance of SPA#1 totaling $11,500, including $10,000 of the remaining balance the original note entered into on October 22, 2013 and $1,500 accrued interest, was retired by the issuance of 17,968,750 common shares at a deemed price of $0.00064. | |||||||||||||||||
As a result of the application of ASC No. 815 in period ended June 30, 2014 and issued date of October 22, 2013, January 2, 2014 and February 18, 2014; the fair value of the conversion feature is summarized as follows: | |||||||||||||||||
SPA #1 | SPA #2 | SPA #3 | Total | ||||||||||||||
Derivative liabilities, issued date | $ | 35,500 | $ | 22,130 | $ | 15,760 | $ | 73,390 | |||||||||
Fair value mark to market adjustment | (1,404 | ) | (1,560 | ) | (1,860 | ) | (4,824 | ) | |||||||||
Change in value due to conversion | (34,096 | ) | - | - | (34,096 | ) | |||||||||||
Derivative liabilities, June 30, 2014 | $ | - | $ | 20,570 | $ | 13,900 | $ | 34,470 | |||||||||
The Company recorded the debt discount in the amount of $35,500, $22,130 and $15,000 for each SPA as of issued date. | |||||||||||||||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2014, converted date and commitment date (October 22, 2013, January 2, 2014 and February 18, 2014): | |||||||||||||||||
Commitment Date | Conversion Date | Re-measurement | |||||||||||||||
30-Jun-14 | |||||||||||||||||
Expected dividends | 0 | 0 | 0 | ||||||||||||||
Expected volatility | 259.49 ~ 293.96 | % | 286.81~292.31 | % | 261.73 | % | |||||||||||
Expect term | 0.33 ~ 0.72 years | 0.16~021 years | 0.22 ~ 0.35 years | ||||||||||||||
Risk free interest rate | 0.04 ~ 0.10 | % | 0.07 | % | 0.04 ~ 0.07 | % | |||||||||||
Amortization of the discount over the three month and nine month period ended June 30, 2014 were $14,481 and $48,255 (June 30, 2013 - $nil), which amount has been recorded as interest expense and is reflected on the Company’s balance sheet as Convertible Note Liabilities, Net. The unamortized discount of $10,096 associated with SPA#1 was recorded in additional paid in capital due the note was converted into shares during the period ended June 30, 2014. The unamortized discount of $14,278 associated with SPA#2 and SPA#3 will be expensed in future periods. | |||||||||||||||||
30-Jun-14 | Issue Date | ||||||||||||||||
Convertible Promissory Note – face value, due on June 20, 2014 | $ | 37,500 | $ | 37,500 | |||||||||||||
Convertible Promissory Note – face value, due on September 20, 2014 | 22,500 | 22,500 | |||||||||||||||
Convertible Promissory Note – face value, due on November 2, 2014 | 15,000 | 15,000 | |||||||||||||||
Total convertible promissory note – face value | 75,000 | 75,000 | |||||||||||||||
Shares issued under conversion | -37,500 | - | |||||||||||||||
Less: Debt discount | -14,278 | -72,630 | |||||||||||||||
23,222 | 2,370 | ||||||||||||||||
Interest expenses: | |||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 14,841 | $ | - | $ | 48,255 | $ | - | |||||||||
Interest at contractual rate | 933 | - | 2,822 | - | |||||||||||||
Totals | $ | 15,774 | $ | - | $ | 51,077 | $ | - | |||||||||
(iv) | Investor Growth LLC (“IG”) | ||||||||||||||||
On May 11, 2014, the Company entered into 5% convertible promissory note with Investor Growth LLC (“IG”) pursuant to which the Company received $8,000 as a loan from IG. The Note earns simple interest accruing at five percent (5%) per annum and is due and payable no later than November 11, 2014 (“Maturity Date”). At any such date as IG may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share of $0.0005. | |||||||||||||||||
The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $8,000 on the note. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the nine months ended June 30, 2014 was $2,178, which amount has been recorded as interest expense. | |||||||||||||||||
Interest expenses: | |||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 2,178 | $ | - | $ | 2,178 | $ | - | |||||||||
Interest at contractual rate | 56 | - | 56 | - | |||||||||||||
Totals | $ | 2,234 | $ | - | $ | 2,234 | $ | - | |||||||||
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 9 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Note 7 - Related Party Transactions | ' |
7. RELATED PARTY TRANSACTIONS | |
On September 13, 2013, Mr. Michael Jacob Cooper Smith was appointed to the Board of Directors and as an officer of the Company. | |
On September 30, 2013, the Company entered a three-year employment agreement with Mr. Michael Jacob Cooper Smith. Under the terms of the agreement, the Company shall pay Mr. Smith a base salary of $30,000 per annum, paid monthly. The amount of base salary may be increased from time to time by the Board of Directors of the Company. Mr. Smith shall be eligible for periodic bonus in amounts to be determined by the Board of Directors. | |
During the nine month period ended June 30, 2014, Mr. Michael Jacob Cooper Smith invoiced the Company for his services in the amount of $22,500. In addition, he received bonus in the amount of $3,500 during the three month period ended December 31, 2013. The Company paid $27,550 in cash, leaving $950 on the balance sheets as accounts payable – related party (September 30, 2013 - $2,500). |
Note_8_Warrants
Note 8 - Warrants | 9 Months Ended | ||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||||||
Note 8 - Warrants | ' | ||||||||||||||||||||||||||
8. WARRANTS | |||||||||||||||||||||||||||
An aggregate of 1,200,000 warrants were issued and outstanding as at June 30, 2014 and September 30, 2013 as required under the terms of a series of Securities Purchase Agreements discussed above in Note 5(i). The warrants are exercisable for a period of three years from the date of issue, exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of the Company’s common stock for the thirty (30) trading days immediately preceding the exercise date. | |||||||||||||||||||||||||||
The fair value of the 1,200,000 warrants totaling $61,245 was recorded as a discount on the convertible notes payable upon issuance. This value was calculated using the Black-Scholes model. The key inputs for the calculation are shown below: | |||||||||||||||||||||||||||
Stock Price on Measurement Date | $ | 0.0068 ~ 0.135 | |||||||||||||||||||||||||
Exercise Price of Warrants | $ | 0.0051 ~ 0.101 | |||||||||||||||||||||||||
Term of Warrants (years) | 3 | ||||||||||||||||||||||||||
Computed Volatility | 125.84% ~ 147.91% | ||||||||||||||||||||||||||
Annual Dividends | 0 | % | |||||||||||||||||||||||||
Discount Rate | 0.33 ~ 0.49 | % | |||||||||||||||||||||||||
A summary of the Company’s warrants as of June 30, 2014 and September 30, 2013 as follows: | |||||||||||||||||||||||||||
30-Jun-14 | 30-Sep-13 | ||||||||||||||||||||||||||
Warrants | Weighted average exercise price | Warrants | Weighted average | ||||||||||||||||||||||||
exercise price | |||||||||||||||||||||||||||
Outstanding at the beginning of the period | 1,200,000 | $ | 0.06 | 962,500 | $ | 0.069 | |||||||||||||||||||||
Granted | - | 237,500 | 0.024 | ||||||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||||||
Cancelled | - | - | - | ||||||||||||||||||||||||
Outstanding at the end of the period | 1,200,000 | $ | 0.06 | 1,200,000 | $ | 0.06 | |||||||||||||||||||||
Vested and exercisable at the end of period | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||
Weighted average fair value per share of warrants granted during the period | $ | - | $ | 0.06 | |||||||||||||||||||||||
The following table summarizes information regarding stock purchase warrants outstanding at June 30, 2014: | |||||||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||||||
Exercise prices | Number | Weighted | Weighted | Number | Weighted | Weighted | |||||||||||||||||||||
Outstanding | average | average | exercisable | average | average | ||||||||||||||||||||||
remaining | exercise | remaining | exercise | ||||||||||||||||||||||||
contractual | price | contractual | price | ||||||||||||||||||||||||
life (years) | life (years) | ||||||||||||||||||||||||||
$ | 0.00563-0.10 | 1,200,000 | 0.77 | $ | 0.06 | 1,200,000 | 0.77 | $ | 0.06 | ||||||||||||||||||
As at June 30, 2014, the Company had the following warrants outstanding: | |||||||||||||||||||||||||||
Exercise Price | Expiry Date | Weighted Average Remaining Contractual Life (Years) | Outstanding at | Issued | Exercised | Expired | |||||||||||||||||||||
30-Sep-13 | Outstanding at | ||||||||||||||||||||||||||
30-Jun-14 | |||||||||||||||||||||||||||
$ | 0.075 | 4-Nov-14 | 0.34 | 250,000 | - | - | - | 250,000 | |||||||||||||||||||
$ | 0.075 | 4-Nov-14 | 0.34 | 250,000 | - | - | - | 250,000 | |||||||||||||||||||
$ | 0.101 | 3-Feb-15 | 0.59 | 177,083 | - | - | - | 177,083 | |||||||||||||||||||
$ | 0.041 | 8-Mar-15 | 0.69 | 72,917 | - | - | - | 72,917 | |||||||||||||||||||
$ | 0.052 | 11-May-15 | 0.86 | 62,500 | - | - | - | 62,500 | |||||||||||||||||||
$ | 0.03 | 19-Jun-15 | 0.97 | 62,500 | - | - | - | 62,500 | |||||||||||||||||||
$ | 0.03 | 11-Sep-15 | 1.2 | 87,500 | - | - | - | 87,500 | |||||||||||||||||||
$ | 0.064 | 19-Oct-15 | 1.3 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
$ | 0.056 | 26-Oct-15 | 1.32 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
$ | 0.008 | 15-Feb-16 | 1.63 | 125,000 | - | - | - | 125,000 | |||||||||||||||||||
$ | 0.005 | 30-May-16 | 1.92 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
0.77 | 1,200,000 | - | - | - | 1,200,000 | ||||||||||||||||||||||
Note_9_Income_Taxes
Note 9 - Income Taxes | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Schedule of Investments [Abstract] | ' | ||||||||
Note 9 - Income Taxes | ' | ||||||||
9. INCOME TAXES | |||||||||
The Company has losses carried forward for income tax purposes at June 30, 2014. There are no current or deferred tax expenses for the current period ended June 30, 2014 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. | |||||||||
Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. | |||||||||
30-Jun-14 | September 30, 2013 | ||||||||
Net operating loss carry forward | 1,135,930 | 960,853 | |||||||
Effective Tax Rate | 35 | % | 35 | % | |||||
Deferred Tax Assets | 397,576 | 336,200 | |||||||
Less: Valuation Allowance | (397,576 | ) | (336,200 | ) | |||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
The valuation allowance for deferred tax assets as of June 30, 2014 and September 30, 2013 was $397,576 and $336,200 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. | |||||||||
As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2014 and September 30, 2013, and recorded a full valuation allowance. | |||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows at June 30, 2014 and September 30, 2013: | |||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Federal statutory tax rate | (35.0 | )% | (35.0 | )% | |||||
Permanent difference and other | 35 | % | 35 | % | |||||
Effective tax rate | - | % | - | % | |||||
The net federal operating loss carry forward will expire between 2030 and 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. All income tax years from fiscal year ended September 30, 2011 to current are open to examination by the taxing authorities. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 9 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Note 10 - Subsequent Events | ' |
10. SUBSEQUENT EVENTS | |
On July 3, 2014, $12,000 of the original balance of a Convertible Promissory note entered into on December 18, 2013 with Asher Enterprises, Inc. (“SPA#2”) was retired by the issuance of 24,000,000 common shares at a deemed price of $0.0005. | |
On July12, 2014, the Company entered into 5% convertible promissory note with Investor Growth LLC (“IG”) pursuant to which the Company received $5,000 as a loan from IG. The Note earns simple interest accruing at five percent (5%) per annum and due and payable no later than January 12, 2015 (“Maturity Date”). At any such date as IG may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share of $0.0003. | |
Subsequent to June 30, 2014 the Company received Conversion Notices from two note holders that acquired a total of $16,000 in convertible loans during the period from Craigstone Ltd. (ref: Note 5). The conversion notices, each for a total of $8,000 in principal, provide for the issuance of 14,499,320 shares at $0.00055175 and 17,778,778 shares at $0.00045 respectively, As the date of this report the shares have not yet been issued. | |
On August 7, 2014, $9,800 of the original balance of a Convertible Promissory note entered into on December 18, 2013 with Asher Enterprises, Inc. (“SPA#2”) was retired by the issuance of 33,793,103 common shares at a deemed price of $0.00029. | |
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 other events to disclose. |
Note_3_Summary_of_Significant_1
Note 3- Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Accounting Policies [Abstract] | ' | |||||||||
Interim Financial Statements | ' | |||||||||
Interim Financial Statements | ||||||||||
The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the nine month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended September 30, 2013 filed with the Securities and Exchange Commission on December 30, 2013. | ||||||||||
Basis of Presentation | ' | |||||||||
Basis of Presentation | ||||||||||
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly; they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. Management has evaluated subsequent events through the date the financial statements were issued. | ||||||||||
Going Concern | ' | |||||||||
Going Concern | ||||||||||
The consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,135,930 as of June 30, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. | ||||||||||
Cash and Cash equivalents | ' | |||||||||
Cash and Cash equivalents | ||||||||||
For purposes of Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of six months or less to be cash equivalents. | ||||||||||
Foreign Currency Translation | ' | |||||||||
Foreign Currency Translation | ||||||||||
The Company's functional currency and its reporting currency is the United States dollar. | ||||||||||
Stock-based Compensation | ' | |||||||||
Stock-based Compensation | ||||||||||
The Company records stock based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | ||||||||||
Income Taxes | ' | |||||||||
Income Taxes | ||||||||||
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||
Basic and Diluted Loss Per Share | ' | |||||||||
Basic and Diluted 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, 2014: | ||||||||||
Warrants | 12,000,000 | |||||||||
Since the Company reflected a net loss in the period ended March 31, 2014, and in fiscal years 2013 and 2012, 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. | ||||||||||
Mineral Property Costs | ' | |||||||||
Mineral Property Costs | ||||||||||
Mineral exploration and development costs are accounted for using the successful efforts method of accounting. | ||||||||||
Property acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties | ||||||||||
Exploration costs - Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred. | ||||||||||
Impairment of Mineral Properties | ' | |||||||||
Impairment of Mineral Properties | ||||||||||
Unproved mineral properties are assessed at each reporting period for impairment of value, and a loss is recognized at the time of the impairment by providing an impairment allowance. An asset would be impaired if the undiscounted cash flows were less than its carrying value. Impairments are measured by the amount by which the carrying value exceeds its fair value. Because the Company uses the successful efforts method, the Company assesses its properties individually for impairment, instead of on an aggregate pool of costs. Impairment of unproved properties is based on the facts and circumstances surrounding each lease and is recognized based on management’s evaluation. Management’s evaluation follows a two-step process where (1) recoverability of the carrying value of the asset is reviewed to determine if there is sufficient value recoverable to support the capitalized value at the report date; and, (2) If assets fail the recoverability test, impairment testing is conducted, including the evaluation of various criteria such as: prior history of successful operations; production currently in place and/or future projected cash flows (if any); reserve reports or evaluations from which management can prepare future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, Management’s intent regarding future development. | ||||||||||
Beneficial Conversion Feature | ' | |||||||||
Beneficial Conversion Feature | ||||||||||
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | ||||||||||
Fair value of financial instruments | ' | |||||||||
Fair value of financial instruments | ||||||||||
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: | ||||||||||
· | Level 1: Quoted prices in active markets for identical assets or liabilities. | |||||||||
· | Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | |||||||||
· | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||
The following are the major categories of liabilities measured at fair value on a recurring basis as of June 30, 2014 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||
June 30, | 30-Sep-13 | |||||||||
2014 | ||||||||||
Derivative liabilities | Level 3 | $ | 34,470 | $ | - | |||||
Derivative Liabilities | ' | |||||||||
Derivative Liabilities | ||||||||||
Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | ||||||||||
Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | ||||||||||
Recent Accounting Pronouncements | ' | |||||||||
Recent Accounting Pronouncements | ||||||||||
On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. | ||||||||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. |
Note_3_Summary_of_Significant_2
Note 3 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Accounting Policies [Abstract] | ' | |||||||||
Schedule of Potential Common Stock Equivalents | ' | |||||||||
Warrants | 12,000,000 | |||||||||
Schedule, Major categories of liabilities measured on recurring basis | ' | |||||||||
June 30, | 30-Sep-13 | |||||||||
2014 | ||||||||||
Derivative liabilities | Level 3 | $ | 34,470 | $ | - | |||||
Note_6_Convertible_Promissory_1
Note 6 - Convertible Promissory Note, Net and Derivative Liabilities (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Convertible Notes Payable, Craigstone | ' | ||||||||||||||||
June 30, | September 30, | Issue Date | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||||
Convertible Promissory Note – face value, due on November 4, 2014 | 115,000 | 115,000 | 115,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 85,000 | 85,000 | 85,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 35,000 | 35,000 | 35,000 | ||||||||||||||
Convertible Promissory Note – face value, due on May 11, 2014 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Convertible Promissory Note – face value, due on June 19, 2014 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 35,000 | 35,000 | 35,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Convertible Promissory Note – face value, due on March 31, 2015 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Convertible Promissory Note – face value, due on May 30, 2014 | 15,000 | 15,000 | 15,000 | ||||||||||||||
Total convertible promissory note – face value | 465,000 | 465,000 | 465,000 | ||||||||||||||
Less: beneficial conversion feature | - | (4,225 | ) | (215,439 | ) | ||||||||||||
Warrant discount | - | (294 | ) | (60,439 | ) | ||||||||||||
$ | 465,000 | $ | 460,480 | $ | 189,122 | ||||||||||||
Schedule of Debt Discount and Interest Accrued in period, Craigstone | ' | ||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 873 | $ | 8,467 | $ | 4,519 | $ | 102,729 | |||||||||
Interest at contractual rate | 11,593 | 11,219 | 34,779 | 33,473 | |||||||||||||
Totals | $ | 12,466 | $ | 19,686 | $ | 39,298 | $ | 136,202 | |||||||||
Schedule of Convertible Notes Payable, Adams Ale | ' | ||||||||||||||||
30-Jun-14 | 30-Sep-13 | Issue Date | |||||||||||||||
Convertible Promissory Note – face value, due on February 15, 2014 | $ | 50,000 | $ | 50,000 | $ | 50,000 | |||||||||||
Total convertible promissory note – face value | 50,000 | 50,000 | 50,000 | ||||||||||||||
Less: beneficial conversion feature | - | (6,511 | ) | (17,473 | ) | ||||||||||||
Warrant discount | - | (300 | ) | (806 | ) | ||||||||||||
50,000 | 43,189 | 31,721 | |||||||||||||||
Schedule of Debt Discount and Interest Accrued in Period, Adams Ale | ' | ||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | - | $ | 4,557 | $ | 6,811 | $ | 6,862 | |||||||||
Interest at contractual rate | 1,247 | 1,247 | 3,740 | 1,877 | |||||||||||||
Totals | $ | 1,247 | $ | 5,804 | $ | 10,551 | $ | 8,739 | |||||||||
Derivative liabilities - Asher Enterprises | ' | ||||||||||||||||
SPA #1 | SPA #2 | SPA #3 | Total | ||||||||||||||
Derivative liabilities, issued date | $ | 35,500 | $ | 22,130 | $ | 15,760 | $ | 73,390 | |||||||||
Fair value mark to market adjustment | (1,404 | ) | (1,560 | ) | (1,860 | ) | (4,824 | ) | |||||||||
Change in value due to conversion | (34,096 | ) | - | - | (34,096 | ) | |||||||||||
Derivative liabilities, June 30, 2014 | $ | - | $ | 20,570 | $ | 13,900 | $ | 34,470 | |||||||||
Schedule of Assumptions Used - Asher Enterprises | ' | ||||||||||||||||
Commitment Date | Conversion Date | Re-measurement | |||||||||||||||
30-Jun-14 | |||||||||||||||||
Expected dividends | 0 | 0 | 0 | ||||||||||||||
Expected volatility | 259.49 ~ 293.96 | % | 286.81~292.31 | % | 261.73 | % | |||||||||||
Expect term | 0.33 ~ 0.72 years | 0.16~0.21 years | 0.22 ~ 0.35 years | ||||||||||||||
Risk free interest rate | 0.04 ~ 0.10 | % | 0.07 | % | 0.04 ~ 0.07 | % | |||||||||||
Schedule Derivative Liabilities, net unamortized debt discount, Asher Enterprises | ' | ||||||||||||||||
30-Jun-14 | Issue Date | ||||||||||||||||
Convertible Promissory Note – face value, due on June 20, 2014 | $ | 37,500 | $ | 37,500 | |||||||||||||
Convertible Promissory Note – face value, due on September 20, 2014 | 22,500 | 22,500 | |||||||||||||||
Convertible Promissory Note – face value, due on November 2, 2014 | 15,000 | 15,000 | |||||||||||||||
Total convertible promissory note – face value | 75,000 | 75,000 | |||||||||||||||
Shares issued under conversion | -37,500 | - | |||||||||||||||
Less: Debt discount | -14,278 | -72,630 | |||||||||||||||
23,222 | 2,370 | ||||||||||||||||
Schedule of Amortization of Debt discount and Accrued Interest, Asher Enterprises | ' | ||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 14,841 | $ | - | $ | 48,255 | $ | - | |||||||||
Interest at contractual rate | 933 | - | 2,822 | - | |||||||||||||
Totals | $ | 15,774 | $ | - | $ | 51,077 | $ | - | |||||||||
Schedule of Debt Discount and Interest Accrued in period, Investor Growth | ' | ||||||||||||||||
For the three month period | For the nine month period | ||||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Amortization of debt discount | $ | 2,178 | $ | - | $ | 2,178 | $ | - | |||||||||
Interest at contractual rate | 56 | - | 56 | - | |||||||||||||
Totals | $ | 2,234 | $ | - | $ | 2,234 | $ | - |
Note_8_Warrants_Tables
Note 8 - Warrants (Tables) | 9 Months Ended | ||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||||||
Valuation Assumptions | ' | ||||||||||||||||||||||||||
Stock Price on Measurement Date | $ | 0.0068 ~ 0.135 | |||||||||||||||||||||||||
Exercise Price of Warrants | $ | 0.0051 ~ 0.101 | |||||||||||||||||||||||||
Term of Warrants (years) | 3 | ||||||||||||||||||||||||||
Computed Volatility | 125.84% ~ 147.91% | ||||||||||||||||||||||||||
Annual Dividends | 0 | % | |||||||||||||||||||||||||
Discount Rate | 0.33 ~ 0.49 | % | |||||||||||||||||||||||||
Warrant Activity Table | ' | ||||||||||||||||||||||||||
30-Jun-14 | 30-Sep-13 | ||||||||||||||||||||||||||
Warrants | Weighted average | Warrants | Weighted average | ||||||||||||||||||||||||
exercise price | exercise price | ||||||||||||||||||||||||||
Outstanding at the beginning of the period | 1,200,000 | $ | 0.06 | 962,500 | $ | 0.069 | |||||||||||||||||||||
Granted | - | 237,500 | 0.024 | ||||||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||||||
Cancelled | - | - | - | ||||||||||||||||||||||||
Outstanding at the end of the period | 1,200,000 | $ | 0.06 | 1,200,000 | $ | 0.06 | |||||||||||||||||||||
Vested and exercisable at the end of period | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||
Weighted average fair value per share of warrants granted during the period | $ | - | $ | 0.06 | |||||||||||||||||||||||
Outstanding and Exercisable Warrants | ' | ||||||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||||||
Exercise prices | Number | Weighted | Weighted | Number | Weighted | Weighted | |||||||||||||||||||||
Outstanding | average | average | exercisable | average | average | ||||||||||||||||||||||
remaining | exercise | remaining | exercise | ||||||||||||||||||||||||
contractual | price | contractual | price | ||||||||||||||||||||||||
life (years) | life (years) | ||||||||||||||||||||||||||
$ | 0.00563-0.10 | 1,200,000 | 0.77 | $ | 0.06 | 1,200,000 | 0.77 | $ | 0.06 | ||||||||||||||||||
Schedule of Outstanding Warrants | ' | ||||||||||||||||||||||||||
Exercise Price | Expiry Date | Weighted Average Remaining Contractual Life (Years) | Outstanding at | Issued | Exercised | Expired | |||||||||||||||||||||
30-Sep-13 | Outstanding at | ||||||||||||||||||||||||||
30-Jun-14 | |||||||||||||||||||||||||||
$ | 0.075 | 4-Nov-14 | 0.34 | 250,000 | - | - | - | 250,000 | |||||||||||||||||||
$ | 0.075 | 4-Nov-14 | 0.34 | 250,000 | - | - | - | 250,000 | |||||||||||||||||||
$ | 0.101 | 3-Feb-15 | 0.59 | 177,083 | - | - | - | 177,083 | |||||||||||||||||||
$ | 0.041 | 8-Mar-15 | 0.69 | 72,917 | - | - | - | 72,917 | |||||||||||||||||||
$ | 0.052 | 11-May-15 | 0.86 | 62,500 | - | - | - | 62,500 | |||||||||||||||||||
$ | 0.03 | 19-Jun-15 | 0.97 | 62,500 | - | - | - | 62,500 | |||||||||||||||||||
$ | 0.03 | 11-Sep-15 | 1.2 | 87,500 | - | - | - | 87,500 | |||||||||||||||||||
$ | 0.064 | 19-Oct-15 | 1.3 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
$ | 0.056 | 26-Oct-15 | 1.32 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
$ | 0.008 | 15-Feb-16 | 1.63 | 125,000 | - | - | - | 125,000 | |||||||||||||||||||
$ | 0.005 | 30-May-16 | 1.92 | 37,500 | - | - | - | 37,500 | |||||||||||||||||||
0.77 | 1,200,000 | - | - | - | 1,200,000 |
Note_9_Income_Taxes_Tables
Note 9 - Income Taxes (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Schedule of Investments [Abstract] | ' | ||||||||
Deferred Tax Assets | ' | ||||||||
30-Jun-14 | September 30, 2013 | ||||||||
Net operating loss carry forward | 1,135,930 | 960,853 | |||||||
Effective Tax Rate | 35 | % | 35 | % | |||||
Deferred Tax Assets | 397,576 | 336,200 | |||||||
Less: Valuation Allowance | (397,576 | ) | (336,200 | ) | |||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
Effective Income Tax Rate | ' | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Federal statutory tax rate | (35.0 | )% | (35.0 | )% | |||||
Permanent difference and other | 35 | % | 35 | % | |||||
Effective tax rate | - | % | - | % |
Note_1_Organization_Details_Na
Note 1- Organization (Details Narrative) (USD $) | 9 Months Ended | |||
Jun. 30, 2014 | Sep. 30, 2013 | Nov. 15, 2011 | Oct. 12, 2011 | |
Notes to Financial Statements | ' | ' | ' | ' |
Accumulated Deficit | $1,135,930 | $960,853 | ' | ' |
Number of shares acquired by officer and director | ' | ' | ' | 3,000,000 |
Percent of Oustanding Shares Acquired | ' | ' | ' | 77.32% |
Ratio of forward split to each share held | '100:1 | ' | ' | ' |
Percent interest available to acquire under Option Agreement | ' | ' | 100.00% | ' |
Note_3_Summary_of_Significant_3
Note 3 - Summary of Significant Accounting Policies - Schedule of Potential Common Stock Equivalents (Details) | 9 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Warrants | 12,000,000 |
Note_3Summary_of_Significant_A
Note 3-Summary of Significant Accounting Policies - Schedule, Major categories of liabilities recurring basis (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Derivative liabilities, Level 3 | $70,190 | $0 |
Note_3_Summary_of_Significant_4
Note 3 - Summary of Significant Accounting Policies (Details Narrative) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' |
Accumulated Deficit | $1,135,930 | $960,853 |
Note_4_Mineral_Property_Option
Note 4 - Mineral Property Option Agreement (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Nov. 27, 2012 | 8-May-12 | Nov. 15, 2011 | |
D | |||||||
Terms of Option Agreement | ' | ' | ' | ' | ' | ' | ' |
Percent interest available to acquire under Option Agreement | ' | ' | ' | ' | ' | ' | 100.00% |
Total Cash payments to acquire Option | ' | ' | ' | ' | ' | ' | $205,000 |
Value, shares issued for acquisition of mineral property | ' | ' | ' | ' | ' | ' | 20,000 |
Percent interest earned | ' | ' | ' | ' | 100.00% | ' | ' |
Days after forward split by which shares are to be issued | ' | ' | ' | ' | ' | ' | 10 |
Days after execution of Option by which shares are to be issued | ' | ' | ' | ' | ' | ' | 90 |
Shares issued for Mineral Property Option, in shares | ' | ' | ' | ' | ' | 200,000 | ' |
Price per share | ' | ' | ' | ' | ' | $0.10 | ' |
Exploration expense | ' | $3,877 | ' | $17,630 | ' | ' | ' |
Note_5_Common_Stock_Details_Na
Note 5 - Common Stock (Details Narrative) (USD $) | Aug. 07, 2014 | Jul. 03, 2014 | Jun. 30, 2014 | Apr. 25, 2014 | Apr. 16, 2014 | Apr. 03, 2014 | Sep. 30, 2013 |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 900,000,000 | ' | ' | ' | 900,000,000 |
Common stock, par value | ' | ' | $0.00 | ' | ' | ' | $0.00 |
Common stock, shares issued and outstanding | ' | ' | 339,934,984 | ' | ' | ' | ' |
Asher Enterprises Inc. | ' | ' | ' | ' | ' | ' | ' |
Price per share | $0.00 | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' |
Shares issued | 33,793,103 | 24,000,000 | ' | 17,968,750 | 20,129,870 | 13,636,364 | ' |
Debt converted | $9,800 | $12,000 | ' | $11,500 | $15,500 | $12,000 | ' |
Remaining balance original note October 22, 2013 | ' | ' | ' | 10,000 | ' | ' | ' |
Accrued interest | ' | ' | ' | $1,500 | ' | ' | ' |
Note_6_Convertible_Promissory_2
Note 6 - Convertible Promissory Notes, Net - Schedule of Convertible Notes Payable (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | 30-May-13 | Oct. 26, 2012 | Oct. 19, 2012 | Sep. 11, 2012 | Jun. 19, 2012 | 11-May-12 | Mar. 08, 2012 | Feb. 03, 2012 | Jan. 04, 2012 | Nov. 04, 2011 | Jun. 30, 2014 | Sep. 30, 2013 | Feb. 15, 2013 | Jun. 30, 2014 |
Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Adams Ale | Adams Ale | Adams Ale | Adams Ale - Issue Date | |||
Convertible Notes, Face Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on November 4, 2014 | ' | ' | 115,000 | 115,000 | ' | ' | ' | ' | ' | ' | ' | ' | 115,000 | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | 85,000 | 85,000 | ' | ' | ' | ' | ' | ' | ' | 85,000 | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | 35,000 | 35,000 | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on May 11, 2014 | ' | ' | 25,000 | 25,000 | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on June 19, 2014 | ' | ' | 25,000 | 25,000 | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | 35,000 | 35,000 | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | 15,000 | 15,000 | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on March 31, 2015 | ' | ' | 15,000 | 15,000 | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on May 30, 2014 | ' | ' | 15,000 | 15,000 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Promissory Note, face value, due on February 15, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | 50,000 | ' |
Total convertible promissory note, face value | ' | ' | 465,000 | 465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | ' | ' |
Beneficial conversion feature, expensed in period ended | -14,278 | ' | ' | -4,225 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,511 | ' | ' |
Beneficial conversion feature, gross value at issue date | ' | ' | -215,439 | 215,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,473 |
Warrant discount expensed in period | ' | ' | ' | -294 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -300 | ' | ' |
Warrant discount, gross value at issue date | ' | ' | -60,439 | 60,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -806 |
Convertible promissory notes, net | 540,400 | 503,670 | 465,000 | 460,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 43,189 | ' | ' |
Convertible promissory notes, net, value at issue date | ' | ' | $189,122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $31,721 |
Note_6_Convertible_Promissory_3
Note 6 - Convertible Promissory Notes, Net - Schedule of Debt Discount and Interest accrued in period (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Craigstone Ltd. | ' | ' | ' | ' |
Amortization of debt discount | $873 | $8,467 | $4,519 | $102,729 |
Interest at contractual rate | 11,593 | 11,219 | 34,779 | 33,473 |
[TotalInterestExpense] | 12,466 | 19,686 | 39,298 | 136,202 |
Adams Ale | ' | ' | ' | ' |
Amortization of debt discount | ' | 4,557 | 6,811 | 6,862 |
Interest at contractual rate | 1,247 | 1,247 | 3,740 | 1,877 |
[TotalInterestExpense] | 1,247 | 5,804 | 10,551 | 8,739 |
Asher Enterprises | ' | ' | ' | ' |
Amortization of debt discount | 14,841 | ' | 48,255 | ' |
Interest at contractual rate | 933 | ' | 2,822 | ' |
[custom:TotalInterestExpense3] | 15,774 | ' | 51,077 | ' |
Investor Growth | ' | ' | ' | ' |
Amortization of debt discount | 2,178 | ' | 2,178 | ' |
Interest at contractual rate | 56 | ' | 56 | ' |
[custom:TotalInterestExpense4] | $2,234 | ' | $2,234 | ' |
Note_6_Convertible_Promissory_4
Note 6 - Convertible Promissory Note, Net and Derivative Liabilities - Derivative liabilities (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jan. 02, 2014 | Feb. 18, 2014 | Jun. 30, 2014 | Oct. 22, 2013 |
SPA2 | SPA3 | Total | SPA1 | |||
Asher Enterprises | ' | ' | ' | ' | ' | ' |
Derivative liabilities | $34,470 | ' | $22,130 | $15,760 | $73,390 | $35,500 |
Fair value mark to market adjustment | ' | ' | -1,560 | -1,860 | -4,824 | -1,404 |
Change in value due to conversion | ' | ' | ' | ' | -34,096 | -34,096 |
Derivative Liabilities, period end | ' | ' | $20,570 | $13,900 | $34,470 | $0 |
Note_6_Convertible_Promissory_5
Note 6 - Convertible Promissory Note and Derivative Liabilities - Schedule of Fair Value Assumptions (Details) | 9 Months Ended |
Jun. 30, 2014 | |
Commitment Date | ' |
Expected dividends | 0.00% |
Expected volatility | '259.49 to 293.96% |
Expected term | '0.33 to 0.72 years |
Risk free interest rate | '0.04 to 0.10% |
Conversion | ' |
Expected dividends | 0.00% |
Expected volatility | '286.81 to 292.31% |
Expected term | '0.16 to 0.21 years |
Risk free interest rate | '0.07% |
Re-measurement | ' |
Expected dividends | 0.00% |
Expected volatility | '261.73% |
Expected term | '0.22 to 0.35 years |
Risk free interest rate | '0.04 to 0.07% |
Note_6_Convertible_Promissory_6
Note 6 - Convertible Promissory Note, Net and Derivative Liabilities - Schedule Derivative Liabilities, net (Details) (USD $) | Jun. 30, 2014 |
Convertible Promissory Note, face value, due on June 20, 2014 | $37,500 |
Convertible Promissory Note, face value, due on September 20, 2014 | 22,500 |
Convertible Promissory Note, face value, due on November 2, 2014 | 15,000 |
Total convertible promissory notes, face value | 75,000 |
Shares issued under conversion | -37,500 |
Less: Debt discount | -14,278 |
Total | 23,222 |
Commitment Date | ' |
Convertible Promissory Note, face value, due on June 20, 2014 | 37,500 |
Convertible Promissory Note, face value, due on September 20, 2014 | 22,500 |
Convertible Promissory Note, face value, due on November 2, 2014 | 15,000 |
Total convertible promissory notes, face value | 75,000 |
Less: Debt discount | -72,630 |
Total | $2,370 |
Note_6_Convertible_Promissory_7
Note 6 - Convertible Promissory Notes, Net (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 07, 2014 | Jul. 12, 2014 | Jul. 03, 2014 | 11-May-14 | Apr. 25, 2014 | Apr. 16, 2014 | Apr. 03, 2014 | Feb. 18, 2014 | Jan. 02, 2014 | Oct. 22, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 04, 2011 | Jun. 30, 2013 | 1-May-13 | Feb. 15, 2013 | Jun. 30, 2014 | |
Y | Y | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Craigstone Ltd. | Adams Ale | Adams Ale | Adams Ale | Adams Ale - Issue Date | |||||||||||||
D | D | D | Y | Y | D | ||||||||||||||||||
Y | D | D | Y | ||||||||||||||||||||
Private placement, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' |
Private Placement, funded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Convertible Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Note, cash proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 50,000 | ' |
Number of Units, convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 1 | ' |
Warrants granted, convertible note, in shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | 125,000 | ' |
Percent of average trading price used for conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | 75.00% | ' |
Number of days prior to conversion on which average trading price determined | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | 30 | ' |
Term of Warrant | 3 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | 3 | ' |
Warrant exercise price 1 | $0.20 | ' | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | ' | $0.20 | ' |
Warrant exercise price 2, as percent of marketing trading price | 75.00% | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | 75.00% | ' |
Number of days average trading price prior to exercise on which warrant price determined | 30 | ' | 30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | 30 | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' |
Convertible Notes, Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Additional securities agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' |
Convertible note, additional cash proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | 320,000 | ' | ' | ' | ' | ' |
Number of Units, convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' |
Warrants granted, convertible note additions, in shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,500 | 712,500 | ' | ' | ' | ' | ' |
Percent of average trading price used for conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 75.00% | ' | ' | ' | ' | ' |
Number of days prior to conversion on which average trading price determined | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | 30 | ' | ' | ' | ' | ' |
Term of Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' |
Warrant exercise price 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | $0.20 | ' | ' | ' | ' | ' |
Warrant exercise price 2, as percent of marketing trading price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 75.00% | ' | ' | ' | ' | ' |
Number of days average trading price prior to exercise on which warrant price determined | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | 30 | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' |
Beneficial conversion feature, issue date, gross value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -215,439 | ' | 215,439 | ' | ' | ' | ' | ' | -17,473 |
Warrant discount, issue date, gross value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -60,439 | ' | 60,439 | ' | ' | ' | ' | ' | -806 |
Amortization discount, expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,519 | 102,729 | ' | ' | ' | 6,862 | ' | ' | 6,811 |
Total amount, Craigstone November 4, 2011 note, assigned to third parties | 16,000 | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number arms length third parties | 2 | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asher Enterprises Inc. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funds raised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | 22,500 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Default interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | 22.00% | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Days in year for computation of interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 365 | 365 | 365 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Days after Note date, election to convert | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180 | 180 | 180 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent market price for Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.00% | 55.00% | 55.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate to market | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45.00% | 45.00% | 45.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Lowest Average trading prices, determine market price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number days over which average trading prices obtained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | 10 | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | 22,130 | 35,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized debt discount | 14,481 | ' | 48,255 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount retired on conversion | 10,096 | ' | 10,096 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | 14,278 | ' | 14,278 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | 33,793,103 | ' | 24,000,000 | ' | 17,968,750 | 20,129,870 | 13,636,364 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt converted | ' | ' | ' | ' | 9,800 | ' | 12,000 | ' | 11,500 | 15,500 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining balance original note October 22, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investor Growth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal balance convertible promissory note | ' | ' | ' | ' | ' | 5,000 | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate per annum | ' | ' | ' | ' | ' | 0.05 | ' | 0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share, conversion | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion, date of issue, offset to APIC | ' | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized debt discount | ' | ' | $2,178 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions (Details Narrative) (USD $) | 9 Months Ended | |
Jun. 30, 2014 | Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Term of employment agreement, Smith, Years | ' | 3 |
Annual salary, officer | ' | $30,000 |
Invoiced in period, officer | 22,500 | ' |
Bonus paid, officer | 3,500 | ' |
Payments in period, officer | 27,550 | ' |
Accounts Payable, Officer | $950 | $2,500 |
Note_8_Warrants_Valuation_Assu
Note 8 - Warrants - Valuation Assumptions (Details) (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Warrant Valuation Assumptions | ' |
Stock Price on Measurement Date, Minimum | $0.01 |
Stock Price on Measurement Date, Maximum | $0.14 |
Exercise Price of Warrants, Minimum | $0.01 |
Exercise Price of Warrants, Maximum | $0.10 |
Term of Warrants (years) | '3 years |
Computed volatility, low end of the range (as a percent) | 125.84% |
Computed volatility, high end of the range (as a percent) | 147.91% |
Annual Dividends | 0.00% |
Discount Rate, minimum | 0.33% |
Discount Rate, Maximum | 0.49% |
Note_8_Warrants_Warrant_Activi
Note 8 - Warrants - Warrant Activity Table (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Sep. 30, 2013 | |
Warrant Activity | ' | ' |
Outstanding beginning period | 1,200,000 | 962,500 |
Granted | ' | 237,500 |
Exercised | ' | ' |
Canceled | ' | ' |
Oustanding end period | 1,200,000 | 1,200,000 |
Vested and exercisable | 1,200,000 | 1,200,000 |
Weighted Average Exericse Price | ' | ' |
Outstanding beginning period | $0.06 | $0.07 |
Granted | ' | $0.02 |
Outstanding end period | $0.06 | $0.06 |
Weighted average value per share of warrants granted | $0.06 | $0.06 |
Note_8_Warrants_Outstanding_an
Note 8 - Warrants - Outstanding and Exercisable Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Sep. 30, 2013 | |
Notes to Financial Statements | ' | ' |
Exercise Price, minimum | $0.01 | ' |
Exercise Price, maximum | $0.10 | ' |
Warrants outstanding | ' | ' |
Number outstanding | 1,200,000 | ' |
Weighted average remaining contractual life (years) | '0 years 9 months | ' |
Weighted average exercise price | $0.06 | $0.06 |
Warrants Exercisable | ' | ' |
Number Exercisable | 1,200,000 | ' |
Weighted average remaining contractual life (years) | '0 years 9 months | ' |
Weighted Average Exercise Price | $0.06 | ' |
Note_8_Warrants_Schedule_of_Ou
Note 8 - Warrants - Schedule of Outstanding Warrants (Details) (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Warrant Grant 1 | ' |
Outstanding beginning period | 250,000 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 250,000 |
Weighted average remaining contractual life (years) | '0 years 4 months |
Exercise price | $0.08 |
Expiry date | '2014-11-04 |
Warrant Grant 2 | ' |
Outstanding beginning period | 250,000 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 250,000 |
Weighted average remaining contractual life (years) | '0 years 4 months |
Exercise price | $0.08 |
Expiry date | '2014-11-04 |
Warrant Grant 3 | ' |
Outstanding beginning period | 177,083 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 177,083 |
Weighted average remaining contractual life (years) | '0 years 7 months |
Exercise price | $0.10 |
Expiry date | '2015-02-03 |
Warrant Grant 4 | ' |
Outstanding beginning period | 72,917 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 72,917 |
Weighted average remaining contractual life (years) | '0 years 8 months |
Exercise price | $0.04 |
Expiry date | '2015-03-08 |
Warrant Grant 5 | ' |
Outstanding beginning period | 62,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 62,500 |
Weighted average remaining contractual life (years) | '0 years 10 months |
Exercise price | $0.05 |
Expiry date | '2015-05-11 |
Warrant Grant 6 | ' |
Outstanding beginning period | 62,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 62,500 |
Weighted average remaining contractual life (years) | '1 year 0 months |
Exercise price | $0.03 |
Expiry date | '2015-06-19 |
Warrant Grant 7 | ' |
Outstanding beginning period | 87,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 87,500 |
Weighted average remaining contractual life (years) | '1 year 6 months |
Exercise price | $0.03 |
Expiry date | '2015-09-11 |
Warrant Grant 8 | ' |
Outstanding beginning period | 37,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 37,500 |
Weighted average remaining contractual life (years) | '1 year 3 months |
Exercise price | $0.06 |
Expiry date | '2015-10-19 |
Warrant Grant 9 | ' |
Outstanding beginning period | 37,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 37,500 |
Weighted average remaining contractual life (years) | '1 year 4 months |
Exercise price | $0.06 |
Expiry date | '2015-10-26 |
Warrant Grant 10 | ' |
Outstanding beginning period | 125,000 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 125,000 |
Weighted average remaining contractual life (years) | '1 year 7 months |
Exercise price | $0.01 |
Expiry date | '2016-02-15 |
Warrant Grant 11 | ' |
Outstanding beginning period | 37,500 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 37,500 |
Weighted average remaining contractual life (years) | '2 years 0 months |
Exercise price | $0.01 |
Expiry date | '2016-05-30 |
Warrant Grant Total | ' |
Outstanding beginning period | 1,200,000 |
Issued | ' |
Exercised | ' |
Expired | ' |
Oustanding end period | 1,200,000 |
Weighted average remaining contractual life (years) | '0 years 9 months |
Note_8_Warrants_Details_Narrat
Note 8 - Warrants (Details Narrative) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
D | ||
Y | ||
Notes to Financial Statements | ' | ' |
Warrants issued | 1,200,000 | 1,200,000 |
Term of Warrant | 3 | ' |
Warrant exercise price 1 | $0.20 | ' |
Warrant exercise price 2, as percent of marketing trading price | 75.00% | ' |
Number of days average trading price prior to exercise on which warrant price determined | 30 | ' |
Fair Value Warrants Issued | $61,245 | ' |
Note_9_Income_Taxes_Deferred_T
Note 9 - Income Taxes - Deferred Tax Assets (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Schedule of Investments [Abstract] | ' | ' |
Net operating loss carry forward | $1,135,930 | $960,853 |
Effective Tax Rate | 35.00% | 35.00% |
Deferred Tax Assets | 397,576 | 336,200 |
Less: Valuation Allowance | -397,576 | -336,200 |
Net deferred tax asset | $0 | $0 |
Note_9_Income_Taxes_Effective_
Note 9 - Income Taxes - Effective Income Tax Rate (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Sep. 30, 2013 | |
Schedule of Investments [Abstract] | ' | ' |
Federal statutory tax rate | -35.00% | -35.00% |
Permanent difference and other | 35.00% | 35.00% |
Effective tax rate | 0.00% | 0.00% |
Note_9_Income_Taxes_Details_Na
Note 9 - Income Taxes (Details Narrative) (USD $) | 9 Months Ended | |
Jun. 30, 2014 | Sep. 30, 2013 | |
Schedule of Investments [Abstract] | ' | ' |
Valuation Allowance | $397,576 | $336,200 |
Year loss carryforwards begin to expire | 1-Jan-30 | ' |
Year loss carryforwards fully expire | '2034-01-01 | ' |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details Narrative) (USD $) | Aug. 07, 2014 | Jul. 31, 2014 | Jul. 12, 2014 | Jul. 03, 2014 | 11-May-14 | Apr. 25, 2014 | Apr. 16, 2014 | Apr. 03, 2014 |
Asher Enterprises Inc. | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | $0.00 | ' | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 |
Shares issued | 33,793,103 | ' | ' | 24,000,000 | ' | 17,968,750 | 20,129,870 | 13,636,364 |
Debt converted | $9,800 | ' | ' | $12,000 | ' | $11,500 | $15,500 | $12,000 |
Investor Growth | ' | ' | ' | ' | ' | ' | ' | ' |
Principal balance convertible promissory note | ' | ' | 5,000 | ' | 8,000 | ' | ' | ' |
Interest rate per annum | ' | ' | 0.05 | ' | 0.05 | ' | ' | ' |
Price per share, conversion | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' |
Number of noteholders | ' | 2 | ' | ' | ' | ' | ' | ' |
Debt converted | ' | 16,000 | ' | ' | ' | ' | ' | ' |
Debt converted per noteholder | ' | $8,000 | ' | ' | ' | ' | ' | ' |
Shares issued on conversion noteholder 1 | ' | 14,499,320 | ' | ' | ' | ' | ' | ' |
Price per share, noteholder 1 | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Shares issued on conversion noteholder 2 | ' | 17,778,778 | ' | ' | ' | ' | ' | ' |
Price per share, noteholder 2 | ' | $0.00 | ' | ' | ' | ' | ' | ' |