Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Liberated Solutions, Inc. | |
Entity Central Index Key | 1,503,161 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 472,666,908 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Current assets | ||
Cash | $ 120,398 | $ 67,353 |
Total current assets | 120,398 | 67,353 |
Total assets | 120,398 | 67,353 |
Current liabilities | ||
Accounts payable and accrued expenses | 65,151 | 133,970 |
Note payable- JV | 25,000 | |
Convertible notes payable | 685,030 | 973,086 |
Deferred revenue | 5,000 | |
Total current liabilities | 780,181 | 1,107,056 |
Stockholders' deficit | ||
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding | 10,000 | 10,000 |
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 398,236,556 and 14,468,303 as of June 30, 2018 and September 30, 2017, respectively | 398,236 | 14,468 |
Additional paid-in capital | 2,728,910 | 1,801,619 |
Accumulated deficit | (3,796,929) | (2,865,790) |
Total stockholders' deficit | (679,783) | (1,039,702) |
Total liabilities and stockholders' (deficit) | $ 120,398 | $ 67,353 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | 10,000,000 | 10,000,000 |
Preferred shares, shares outstanding | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 398,236,556 | 14,468,303 |
Common stock, shares outstanding | 398,236,556 | 14,468,303 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 48,990 | $ 48,990 | ||
Cost of goods | 14,000 | 14,000 | ||
Gross margin | 34,990 | 34,990 | ||
Operating expenses: | ||||
Selling, general and administrative expenses | 199,555 | 41,535 | 711,998 | 629,513 |
Loss from operations | (199,555) | (6,545) | (711,998) | (594,523) |
Other Income(expense) | ||||
Other income | 2,000 | 22,000 | 4 | |
Note discount fees | (4,000) | (4,000) | (57,800) | |
Interest expense | (205,236) | (20,237) | (230,151) | (79,940) |
Tax | (5,416) | (6,990) | ||
Total other income (expense) | (212,652) | (20,237) | (219,141) | (108,233) |
Net loss | $ (412,207) | $ (26,782) | $ (931,139) | $ (702,756) |
Net loss per common share basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.24) |
Weighted average number of common shares outstanding | 253,186,906 | 3,202,667 | 107,141,009 | 2,893,426 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (931,139) | $ (702,756) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 357,225 | 291,544 |
Issuance of stock for cashless warrants | 154,502 | |
Loss on adjustment of debt | 81,413 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (48,990) | |
Accounts payable and accrued expenses | 64,044 | 90,939 |
Deferred revenue | 5,000 | |
Net cash used in operating activities | (268,955) | (369,263) |
Cash Flows From Investing Activities | ||
Loan to Eco Cab | (197,520) | |
Cancellation of funds designated for acquisition of EcoCab | 154,196 | |
Net cash used in investing activities | (43,324) | |
Cash Flows From Financing Activities: | ||
Debt issued to JV for funds | 25,000 | |
Proceeds from issuance of convertible debt | 297,000 | 416,298 |
Net cash provided by financing activities | 322,000 | 416,298 |
Net change in cash | 53,045 | 3,711 |
Cash at beginning of period | 67,353 | 1,804 |
Cash at end of period | 120,398 | 5,515 |
Non-Cash Financing Activities: | ||
Common stock issued for accrued interest | 1,328,633 | |
Common stock issued for convertible debt conversion | 646,469 | 18,700 |
Reduction of debt for valuation of warrants issued | $ 20,000 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 9 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION The Go Eco Group (formally Liberated Energy), Inc. (the “Company”), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010. On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company’s shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company’s outstanding shares increased from 3,000,000 to 72,000,000. On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as “discontinued operations.” Effective January 19, 2013, the Company’s business is the sale of alternative energy products and services. On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000. On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company’s common stock. On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori. On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group. On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab. On December 31, 2017 the Company entered into a joint venture agreement to sell products produced by the Company. The Company will hold a 65% common membership interest for $100 in consideration. Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months periods ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2018. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2017 Annual Report filed with the SEC for year-end September 30, 2017. |
Going Concern
Going Concern | 9 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN As shown in the accompanying financial statements, the Company has a negative working capital of $659,783and an accumulated deficit of $3,796,929 as of June 30, 2018. The Company’s ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred. Use of Estimates The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. Cash and Cash Equivalents For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase. Fair Value of Financial Instruments Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. Net Loss per Common Share The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods. Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty’s performance is complete and the related amount recognized in our statements of operations. Revenue and Cost Recognition The Company did not generate revenue during the three and nine months periods ended June 30, 2018 and 2017 periods. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Income Taxes The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company’s results of operations or financial condition. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 4 – FAIR VALUE MEASUREMENTS As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Equity
Equity | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | NOTE 5- EQUITY During the nine months ended June 30, 2018, the Company issued 313,880,676 shares of common stock with a value of $779,333 for convertible debt and accrued interest. During the nine months ended June 30, 2018, the Company issued 34,920,000 shares of common stock with a value of $357,225 for services. During the nine months ended June 30, 2018 the Company issued 34,967,557 shares of common stock with a value of $154,502 for the conversion of cashless warrants. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 6– CONVERTIBLE DEBT Carebourn Capital On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note was scheduled to mature on September 7, 2017 but was extended in 2018 at a principal amount of $172,671. The note is convertible by the holder at a discount of 50% of the average of the lowest three trading prices of the Company’s stock for the 20 days prior to the conversion. On October 3, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note was scheduled to mature on October 3, 2017. The note is convertible by the holder at a discount of 45% of the average of the lowest three trading prices of the Company’s stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114 as of that date, however, the note was extended on April 17, 2018 at a principal amount of $230,790. An additional 10% discount applies if the common stock is only eligible for X clearing deposit. On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principal amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matures on December 13, 2018. The note is convertible by the holder at a discount of 45% of the average of the lowest three trading prices of the Company’s stock for the 15 days prior to the conversion. The note was extended on April 17, 2018 at a principal amount of $116,888. Additional discounts of up to 15% apply if the common stock is not deliverable via DWAC and if only eligible for X clearing deposit. As of June 30, 2018, the Company owed Carebourn capital $149,915 in principal. Power Up Lending On January 4, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $35,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on October 15, 2018. The note is convertible by the holder at a discount of 50% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note. On February 15, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on November 30, 2018. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note. On March 9, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 42% of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note. On March 22, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note. On May 14, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principal amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on February 28, 2019. The note is convertible by the holder at a discount of 42% of the average of the lowest three trading prices of the Company’s stock for the 10 days prior to the conversion. The note is convertible to common stock 180 days following the date of the note. As of June 30, 2018, the Company owed Power Up lending $217,000 in principal and $9,968 in interest for a total of $226,968. Crown Bridge Partners On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $40,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on August 21, 2018. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion. On January 5, 2018 the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on January 5, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion. On February 16, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on February 16, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion. On April 2, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principal amount of $40,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on April 2, 2019. The note is convertible by the holder at a discount of 45% of the lowest one trading price of the Company’s stock for the 20 days prior to the conversion. The above notes are subject to an additional discounts as follows: (a) 10% discount if the conversion price is equal to or less than $0.025 per share (b) 10% discount if the shares are not deliverable via DWAC (c) 10% discount if the conversion price is equal to or less than $0.01. On January 5, 2018, February 14, 2018 and March 31, 2018 the Company issued three warrants totaling 4,160,000 warrants to Crown Bridge Partners as part of the $80,000 of the loans advanced in January, February and March of 2018 as noted above. The warrants are exercisable by the holder within five years of the issuance date at $0.25 per warrant for the January and February 2018 warrants and at $0.01 for the March 2018 warrant. The warrants are subject to anti-dilutive provisions that are likely to result in an actual exercise price that is substantially less than the stated exercise price. The warrants may be converted by the holder as a cashless warrant. The warrants and the convertible notes were fair valued on date of issuance using the Black Scholes valuation method. The following assumptions were used in estimating the value of the warrants issued in January, February and March 2018 Risk free interest rate .10% Expected life in years 5 years Dividend yield 0% Expected volatility 399-401% The fair value of the warrants determined to be 25% of the total value of the warrants and convertible debt. Based on the valuation $20,000 of the convertible debt was deducted from the note value and allocated to paid in capital. As of June 30, 2018, the Company owed Crown Bridge Partners $80,000 in principal and $2,139 in interest for a total of $82,139. More Capital On January 15, 2018, the Company issued a Convertible Note to More Capital, LLC for a principal amount of $18,975 with an interest rate of 10% per annum. The note matures on July 15, 2018. The note is convertible by the holder at a discount of 50% of the average of lowest three trading price of the Company’s stock for the 20 days prior to the conversion. As of June 30, 2018, Moore Capital LLC had converted the all the note to common stock leaving a balance due of zero. Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value. |
Litigation
Litigation | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | N OTE On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company’s outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company |
Joint Venture Agreement
Joint Venture Agreement | 9 Months Ended |
Jun. 30, 2018 | |
Joint Venture Agreement | |
Joint Venture Agreement | NOTE 8 – JOINT VENTRUE AGREEEMNT On December 21, 2017 the Company entered into a joint venture agreement to develop, market and sell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of the Company’s direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company will hold a 65% common membership interest for an initial capital contribution of $100. The joint venture partner contributed $25,000 plus software developed to enhance the Company’s product at a cost of $65,000 to the Joint Venture. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS From July 1, 2018 to August 17, 2018 the Company issued 74,430,352 shares of common stock for the conversion of $58,887 of debt. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred. |
Use of Estimates | Use of Estimates The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. |
Net Loss Per Common Share | Net Loss per Common Share The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty’s performance is complete and the related amount recognized in our statements of operations. |
Revenue and Cost Recognition | Revenue and Cost Recognition The Company did not generate revenue during the three and nine months periods ended June 30, 2018 and 2017 periods. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
Income Taxes | Income Taxes The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company’s results of operations or financial condition. |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value of Assumptions Used | The following assumptions were used in estimating the value of the warrants issued in January, February and March 2018 Risk free interest rate .10% Expected life in years 5 years Dividend yield 0% Expected volatility 399-401% |
Basis of Presentation and Org17
Basis of Presentation and Organization (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 21, 2017 | Sep. 14, 2016 | Jul. 06, 2016 | Feb. 14, 2013 | Jan. 19, 2013 | Jun. 30, 2018 | Sep. 30, 2017 | Jan. 27, 2017 | Feb. 04, 2015 |
Common stock, shares issued | 3,000,000 | 398,236,556 | 14,468,303 | |||||||
Common stock, shares outstanding | 3,000,000 | 398,236,556 | 14,468,303 | |||||||
Stock split ratio | 1-for-3,500 reverse split | 24 for 1 stock split | ||||||||
Membership interest acquisition, description | Acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. | |||||||||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||||||||
Minimum [Member] | ||||||||||
Common stock, shares outstanding | 3,000,000 | |||||||||
Preferred shares, shares authorized | 10,000,000 | |||||||||
Common stock, shares authorized | 2,000,000,000 | 250,000,000 | ||||||||
Maximum [Member] | ||||||||||
Common stock, shares outstanding | 72,000,000 | |||||||||
Preferred shares, shares authorized | 100,000,000 | |||||||||
Common stock, shares authorized | 10,000,000,000 | 900,000,000 | ||||||||
Perpetual Wind Power Corporation [Member] | ||||||||||
Number of newly issued shares | 2,500,000 | |||||||||
Number of shares held in treasury | 24,500,000 | |||||||||
Common Stock Purchase Agreement [Member] | Perpetual Wind Power Corporation [Member] | ||||||||||
Number of shares issued for acquisition | 24,500,000 | |||||||||
Common stock, shares issued | 25,000,000 | |||||||||
Common stock, shares outstanding | 25,000,000 | |||||||||
Joint Venture Agreement [Member] | ||||||||||
Membership interest, percentage | 65.00% | 65.00% | ||||||||
Initial capital contribution | $ 100 | $ 100 | $ 25,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 659,783 | |
Accumulated deficit | $ 3,796,929 | $ 2,865,790 |
Equity (Details Narrative)
Equity (Details Narrative) | 9 Months Ended |
Jun. 30, 2018USD ($)shares | |
Equity [Abstract] | |
Number of shares issued for convertible debt and accrued interest | shares | 313,880,676 |
Number of shares issued for convertible debt and accrued interest, value | $ | $ 779,333 |
Number of shares issued for services | shares | 34,920,000 |
Number of shares issued for services, value | $ | $ 357,225 |
Number of shares issued for conversion of cashless warrants | shares | 34,967,557 |
Number of shares issued for conversion of cashless warrants, value | $ | $ 154,502 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | May 14, 2018 | Apr. 17, 2018 | Apr. 02, 2018 | Mar. 31, 2018 | Mar. 22, 2018 | Mar. 09, 2018 | Feb. 16, 2018 | Feb. 15, 2018 | Feb. 14, 2018 | Jan. 15, 2018 | Jan. 05, 2018 | Jan. 04, 2018 | Aug. 21, 2017 | Dec. 13, 2016 | Oct. 03, 2016 | Sep. 15, 2016 | Sep. 07, 2016 | Jun. 30, 2018 | Jun. 30, 2017 |
Proceeds from convertible debt | $ 297,000 | $ 416,298 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Debt interest rate | 25.00% | ||||||||||||||||||
Proceeds from convertible debt | $ 20,000 | ||||||||||||||||||
Number of warrants issued | 4,160,000 | 4,160,000 | 4,160,000 | ||||||||||||||||
Advanced loans | $ 80,000 | $ 80,000 | $ 80,000 | ||||||||||||||||
Warrant term | 3 years | 3 years | 3 years | ||||||||||||||||
Warrants issued price per share | $ 0.01 | $ 0.25 | $ 0.25 | ||||||||||||||||
Warrants exercisable term | 5 years | 5 years | 5 years | ||||||||||||||||
Carebourn Capital, LP [Member] | |||||||||||||||||||
Debt instrument, principle amount | $ 230,790 | $ 98,325 | $ 237,475 | $ 115,114 | $ 19,736,370 | 149,915 | |||||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | ||||||||||||||||
Debt maturity date | Dec. 13, 2018 | Oct. 3, 2017 | Sep. 7, 2017 | ||||||||||||||||
Debt discount rate | 45.00% | 45.00% | 10.00% | 50.00% | |||||||||||||||
Legal fees | $ 8,000 | ||||||||||||||||||
Debt original discount | $ 12,825 | $ 30,975 | |||||||||||||||||
Transaction fees | $ 80,000 | 6,500 | |||||||||||||||||
Convertible debt | $ 200,000 | ||||||||||||||||||
Repayment of convertible debt | $ 85,000 | ||||||||||||||||||
Carebourn Capital, LP [Member] | Convertible Note [Member] | |||||||||||||||||||
Debt instrument, principle amount | $ 116,888 | $ 172,671 | |||||||||||||||||
Debt discount rate | 15.00% | ||||||||||||||||||
Power Up Lending Group Ltd [Member] | |||||||||||||||||||
Debt instrument, principle amount | $ 53,000 | $ 38,000 | $ 53,000 | $ 38,000 | $ 35,000 | 217,000 | |||||||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||
Debt maturity date | Feb. 28, 2019 | Dec. 30, 2018 | Dec. 30, 2018 | Nov. 30, 2018 | Oct. 15, 2018 | ||||||||||||||
Debt discount rate | 42.00% | 42.00% | 42.00% | 42.00% | 50.00% | ||||||||||||||
Convertible debt | 226,968 | ||||||||||||||||||
Debt interest | 9,968 | ||||||||||||||||||
Debt default interest rate | 22.00% | 22.00% | 22.00% | 22.00% | 22.00% | ||||||||||||||
Crown Bridge Partners [Member] | |||||||||||||||||||
Debt instrument, principle amount | $ 40,000 | $ 20,000 | $ 20,000 | $ 40,000 | 80,000 | ||||||||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||
Debt maturity date | Apr. 2, 2019 | Feb. 16, 2019 | Jan. 5, 2019 | Aug. 21, 2018 | |||||||||||||||
Debt discount rate | 45.00% | 45.00% | 45.00% | 45.00% | |||||||||||||||
Convertible debt | 82,139 | ||||||||||||||||||
Debt interest | $ 2,139 | ||||||||||||||||||
Debt default interest rate | 22.00% | 22.00% | 22.00% | 22.00% | |||||||||||||||
Crown Bridge Partners [Member] | Convertible Note One [Member] | |||||||||||||||||||
Debt discount rate | 10.00% | ||||||||||||||||||
Crown Bridge Partners [Member] | Convertible Note One [Member] | Maximum [Member] | |||||||||||||||||||
Conversion price per share | $ 0.025 | ||||||||||||||||||
Crown Bridge Partners [Member] | Convertible Note Two [Member] | |||||||||||||||||||
Debt discount rate | 10.00% | ||||||||||||||||||
Crown Bridge Partners [Member] | Convertible Note Two [Member] | Maximum [Member] | |||||||||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||||||||
More Capital, LLC [Member] | |||||||||||||||||||
Debt instrument, principle amount | $ 18,975 | ||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||
Debt maturity date | Jul. 15, 2018 | ||||||||||||||||||
Debt discount rate | 50.00% | ||||||||||||||||||
Convertible debt | $ 0 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Fair Value of Assumptions Used (Details) | Mar. 31, 2018 | Feb. 14, 2018 | Jan. 05, 2018 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 10.00% | 10.00% | 0.10% |
Measurement Input, Expected Term [Member] | |||
Fair value assumptions, measurement input, term | 5 years | 5 years | 5 years |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, percentages | 399.00% | 399.00% | 399.00% |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, percentages | 401.00% | 401.00% | 401.00% |
Litigation (Details Narrative)
Litigation (Details Narrative) | Sep. 15, 2016USD ($) |
LG Capital, LLC [Member] | |
Claim amount | $ 279,731 |
Joint Venture Agreement (Detail
Joint Venture Agreement (Details Narrative) - Joint Venture Agreement [Member] - USD ($) | Dec. 31, 2017 | Dec. 21, 2017 | Jun. 30, 2018 |
Membership interest, percentage | 65.00% | 65.00% | |
Initial capital contribution | $ 100 | $ 100 | $ 25,000 |
Software development cost | $ 65,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | |
Aug. 17, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Number of shares issued for conversion of debt, value | $ 646,469 | $ 18,700 | |
Subsequent Event [Member] | |||
Number of shares issued for conversion of debt | 74,430,352 | ||
Number of shares issued for conversion of debt, value | $ 58,887 |