Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Moxian, Inc. | |
Entity Central Index Key | 1,516,805 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 201,775,944 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,722,177 | $ 1,770,196 |
Prepayments, deposits and other receivables | 1,073,159 | $ 741,645 |
Inventory | 44,034 | |
Total current assets | 3,839,370 | $ 2,511,841 |
Property and equipment, net (Note 3) | 1,840,665 | $ 348,669 |
Goodwill (Note 9) | 6,782,000 | |
TOTAL ASSETS | 12,462,035 | $ 2,860,510 |
CURRENT LIABILITIES | ||
Accruals and other payables | 655,397 | $ 295,601 |
Subscription deposit | 2,475,950 | |
Payable for acquisition (Note 9) | 7,782,000 | $ 1,000,000 |
Loans from shareholders (Note 4) | 5,369,662 | 4,018,861 |
Loans from a third party (Note 5) | 4,213,841 | 2,133,071 |
Total current liabilities | 20,496,850 | 7,447,533 |
Total liabilities | $ 20,496,850 | $ 7,447,533 |
Capital stock (Note 6) | ||
Preferred stock, $0.001 par value, authorized: 100,000,000 shares. Nil shares issued and outstanding as of June 30, 2015 and September 30, 2014 | ||
Common stock, $0.001 par value, authorized: 500,000,000 shares. 198,300,000 shares issued and outstanding as of June 30, 2015 and September 30, 2014 respectively | $ 198,300 | $ 198,300 |
Additional paid-in capital | 162,914 | 162,914 |
Deficit accumulated during the development stage | (8,725,705) | (5,001,166) |
Accumulated other comprehensive income | 329,676 | 52,929 |
Total stockholders' deficit | (8,034,815) | (4,587,023) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 12,462,035 | $ 2,860,510 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares Issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 198,300,000 | 198,300,000 |
Common stock, shares outstanding | 198,300,000 | 198,300,000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Income Statement [Abstract] | |||||
Revenues, net | $ 18,187 | $ 15,802 | $ 86,353 | $ 15,802 | $ 142,475 |
Cost and expenses | |||||
Cost of sales | 15,203 | 26,852 | 50,277 | ||
Depreciation and amortization expenses | 68,498 | $ 26,417 | 155,693 | $ 41,774 | 234,264 |
Selling, general and administrative expenses | $ 1,661,660 | $ 793,125 | $ 3,598,417 | $ 1,144,753 | 5,977,293 |
Impairment of goodwill | 2,600,315 | ||||
Loss from operations | $ (1,727,174) | $ (803,740) | $ (3,694,609) | $ (1,170,725) | (8,719,674) |
Interest expenses | $ (19,416) | (32,194) | (8,295) | ||
Interest income | $ 51 | 2,264 | $ 59 | 2,264 | |
Loss before income tax | $ (19,416) | $ 51 | $ (29,930) | $ 59 | $ (6,031) |
Income tax expenses | |||||
Net loss | $ (1,746,590) | $ (803,689) | $ (3,724,539) | $ (1,170,666) | $ (8,725,705) |
Foreign currency translation adjustments | 85,003 | 7,128 | 276,747 | 7,128 | 329,676 |
Comprehensive loss | $ (1,661,587) | $ (796,561) | $ (3,447,792) | $ (1,163,538) | $ (8,396,029) |
Earnings per share (note 6) | |||||
Basic and diluted loss per common share | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) | |
Basic and diluted weighted average common shares outstanding | 198,300,000 | 198,300,000 | 198,300,000 | 198,300,000 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated deficit development stage | Accumulated other comprehensive income |
Balance at Dec. 31, 2010 | $ 3,248 | $ 186,000 | $ (182,752) | ||
Balance, shares at Dec. 31, 2010 | 186,000,000 | ||||
Additional paid in capital by founder | 2,146 | 2,146 | |||
Issue of common stock | 41,000 | $ 12,300 | 28,700 | ||
Issue of common stock, shares | 12,300,000 | ||||
Net loss | (12,606) | (12,606) | |||
Balance at Dec. 31, 2011 | 33,788 | $ 198,300 | (164,512) | ||
Balance, shares at Dec. 31, 2011 | 198,300,000 | ||||
Net loss | (33,572) | (33,572) | |||
Balance at Dec. 31, 2012 | 216 | $ 198,300 | (198,084) | ||
Balance, shares at Dec. 31, 2012 | 198,300,000 | ||||
Additional paid in capital by founder | 2,950 | 2,950 | |||
Net loss | (14,690) | (14,690) | |||
Balance at Sep. 30, 2013 | (11,524) | $ 198,300 | $ (209,824) | ||
Balance, shares at Sep. 30, 2013 | 198,300,000 | ||||
Inclusion of Moyi (See Note 1) | 162,914 | $ 162,914 | |||
Net loss | (4,791,342) | $ (4,791,342) | |||
Foreign currency adjustment | 52,929 | $ 52,929 | |||
Balance at Sep. 30, 2014 | $ (4,587,023) | $ 198,300 | $ 162,914 | $ (5,001,166) | $ 52,929 |
Balance, shares at Sep. 30, 2014 | 198,300,000 | ||||
Issue of common stock | |||||
Issue of common stock, shares | |||||
Net loss | $ (3,724,539) | $ (3,724,539) | |||
Foreign currency adjustment | (276,747) | $ 276,747 | |||
Balance at Jun. 30, 2015 | $ (8,034,815) | $ 198,300 | $ 162,914 | $ (8,725,705) | $ 329,676 |
Balance, shares at Jun. 30, 2015 | 198,300,000 |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 57 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
OPERATING ACTIVITIES | |||
Net loss | $ (3,724,539) | $ (1,170,666) | $ (8,725,705) |
Depreciation and amortization expense | $ 155,693 | $ 41,774 | 234,264 |
Impairment of goodwill | 2,600,315 | ||
Changes in operating assets and liabilities: | |||
Increase in deposits, prepayments and other receivables | $ (331,514) | $ 32,650 | (774,733) |
Increase in inventories | (44,034) | (4,017) | (42,905) |
Increase in accruals and other payables | 359,795 | 115,679 | 609,607 |
Net cash used in operating activities | (3,584,599) | (984,580) | (6,099,157) |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | $ (1,331,774) | (147,339) | (1,375,703) |
Net cash inflow on acquisition of subsidiaries (Note 9) | 897,453 | 897,453 | |
Net cash (used in) provided by investing activities | $ (1,331,774) | $ 750,114 | $ (478,250) |
FINANCING ACTIVITIES | |||
Issuance of common shares | |||
Addition of paid-in-capital | |||
Subscription deposit | $ 2,475,950 | $ 2,475,950 | |
(Repayment)/ Loan borrowings | 1,350,801 | $ 2,025,072 | 4,736,733 |
Loan from a third party | $ 2,080,770 | 2,080,770 | |
Capital stock issued for cash | 49,365 | ||
Net cash provided by financing activities | $ 5,907,521 | $ 2,025,072 | 9,342,819 |
Effect of foreign currency translation | (39,167) | 7,128 | (43,235) |
Net increase in cash and cash equivalents | 991,148 | 1,790,606 | $ 2,765,412 |
Cash and cash equivalents, beginning of year | 1,770,196 | 28 | |
Cash and cash equivalents, end of year | $ 2,722,177 | $ 1,797,762 | $ 2,722,177 |
Supplemental cash flow disclosures: | |||
Cash paid for interest expense | |||
Cash paid for income taxes | |||
Major items for non-cash transaction: | |||
Issuance of shares | |||
Acquisition by issuing convertible note | $ 6,782,000 | $ 6,782,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Jun. 30, 2015 | |
Organization and Nature of Operations [Abstract] | |
Organization and nature of operations | 1. Organization and nature of operations Moxian, Inc. (formerly known as Moxian China, Inc., hereinafter referred as Moxian,” together with its subsidiaries, the “Company”), was incorporated under the laws of the State of Nevada on October 12, 2010. The Company, through its subsidiaries and variable interest entity, engages in the business of operating a social network platform that integrates social media and business into one single platform. On February 17, 2014, the Company incorporated Moxian CN Group Limited (“Moxian CN Samoa”) under the laws of Independent State of Samoa. On February 21, 2014, the Company completed the acquisition of Moxian Group Limited (“Moxian BVI”) and its subsidiaries from Rebel Group, Inc., a Florida Corporation (“REBL”) pursuant to a License and Acquisition Agreement (the “License and Acquisition Agreement”). Moxian BVI was incorporated on July 3, 2012 under the laws of British Virgin Islands. REBL owned 100% equity interests of Moxian BVI prior to the closing of the License and Acquisition Agreement, among the Company, Moxian BVI and REBL. Moxian (Hong Kong) Limited (“Moxian HK”) was incorporated on January 18, 2013 and became Moxian BVI’s subsidiary since February 14, 2013. Moxian HK is currently engaged in the business of online social media. Moxian HK operates through two wholly-owned subsidiaries: Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”) and Moxian Malaysia SDN BHD (“Moxian Malaysia”). Moxian Shenzhen was invested and wholly owned by Moxian HK. Moxian Shenzhen was incorporated on April 8, 2013 and was engaged in the business of internet technology, computer software, commercial information consulting, etc. Moxian Malaysia was incorporated on March 1, 2013 and became Moxian HK’s subsidiary since April 2, 2013. Moxian Malaysia is conducting its business in IT services and media advertising industry. Shenzhen Moyi Technologies Co., Ltd (“Moyi”) was incorporated on July 19, 2013 and became a variable interest entity (“VIE”) of Moxian Shenzhen since July 15, 2014. Moxian Shenzhen controls Moyi through arrangement that absorbs operations risk, as if Moyi were a wholly-owned subsidiary of Moxian Shenzhen. On January 30, 2015, the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL, to acquire from REBL 100% of the equity interests of Moxian Intellectual Property Limited, a company incorporated under the laws of Samoa and a wholly-owned subsidiary of REBL (“Moxian IP”) for $6,782,000 (the “Moxian IP Purchase Price”). Moxian IP owns all the intellectual property rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company. The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s unaudited consolidated financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end is September 30. The Company's unaudited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since October 12, 2010 (inception), the Company has generated revenue of $142,475 and has incurred an accumulated deficit of $8,808,724. The Company is currently devoting its efforts to develop social networking website and through which to generate servicing income. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 9 Months Ended |
Jun. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | |
Summary of principal accounting policies | 2. Summary of principal accounting policies Basis of presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE. All material intercompany transactions and balances have been eliminated in the consolidation. In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be unaudited consolidated in a company’s unaudited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are unaudited consolidated into the financial statements of the Company. Revenue recognition Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. Use of estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for 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 unaudited consolidated 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. Fair value of financial instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates. Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales. Plant and Equipment Plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable. The Company performed an annual impairment test as of the end of each fiscal year, and determined that an impairment loss in the amount of nil and nil were recorded for the nine months ended June 30, 2015 and 2014 respectively. Comprehensive income The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company. The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections: 1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification. 2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification. 3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions. 4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms. The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities. Recently issued accounting pronouncements (Continued) The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted. The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force. The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that unaudited consolidated collateralized financing entity at fair value in the unaudited consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period. The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference. The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a unaudited consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a unaudited consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the unaudited consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that unaudited consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the unaudited consolidated statement of income (loss). The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Jun. 30, 2015 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | 3. Property and equipment, net As of June 30, September 30, 2014 Computers $ 1,876,056 $ 213,600 Office equipment 33,338 68,623 Furniture and fixtures 3,000 32,011 Leasehold improvements 143,147 156,101 Total property and equipment 2,055,541 470,335 Less: Accumulated depreciation and amortization (214,876) (121,666 ) Total property and equipment, net $ 1,840,665 $ 348,669 The depreciation expenses for the nine months ended June 30, 2015 and 2014 were $155,693 and $41,774, respectively. |
Loans from Shareholders
Loans from Shareholders | 9 Months Ended |
Jun. 30, 2015 | |
Loans from Shareholders [Abstract] | |
Loans from shareholders | 4. Loans from shareholders The loans are made to Moxian HK, Moxian Shenzhen, and Moxian Malaysia are unsecured, interest free and will be due and payable in 12 months. Details of the loans are analyzed as follows: As of Repayable June 30, 2015 September 30, 2014 Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 5,369,662 4,018,861 $ 5,369,662 $ 4,018,861 Moxian Hong Kong Loan On May 30, 2015, the Company, Moxian HK, and Ace Keen entered into an Amended and Restated Loan Agreement (“Moxian HK-Ace Keen Loan Agreement”) to document the total loan of $761,379 that Ace Keen has advanced to Moxian HK in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $761,379 (“Moxian HK-Ace Keen Note”) to Ace Keen. Under the Moxian HK-Ace Keen Note, all or any portion of the Moxian HK-Ace Keen Note is convertible into Company’s Common Stock at a price equal to the purchase price of the securities sold in a qualified financing for gross proceeds of more than $5,000,000 (a “Qualified Financing”). If no Qualified Financing is consummated before the maturity date, Ace Keen shall have the right to convert any and all of the Moxian HK-Ace Keen Note into shares of Common Stock at the 20 day trading Volume Weighted Average Price (“VWAP”) as reported by Bloomberg, L.P. On May 30, 2015, the Company, Moxian HK, and Jet Key entered into an Amended and Restated Loan Agreement (“Moxian HK- Jet Key Loan Agreement”) to document the total loan of $223,416 that Jet Key has advanced to Moxian HK in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $223,416 (“Moxian HK-Jet Key Note”) to Jet Key. Under the Moxian HK-Jet Key Note, all or any portion of the Moxian HK-Jet Key Note is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Jet Key shall have the right to convert any and all of the Moxian HK-Jet Key Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. On May 30, 2015, the Company, Moxian HK, and Moxian China Limited (“MCL”) entered into an Amended and Restated Loan Agreement (“Moxian HK-MCL Loan Agreement”) to document the total loan of $709,941 that MCL has advanced to Moxian HK in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $709,941 (“Moxian HK-MCL Note”) to MCL. Under the Moxian HK-MCL Note, all or any portion of the Moxian HK-MCL Note is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, MCL shall have the right to convert any and all of the Moxian HK-MCL Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. Moxian Malaysia Loan On May 30, 2015, the Company, Moxian Malaysia, and Ace Keen entered into an Amended and Restated Loan Agreement (“Moxian Malaysia-Ace Keen Loan Agreement”) to document the total loan of $228,937 that Ace Keen has advanced to Moxian Malaysia in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $228,937 (“Moxian Malaysia-Ace Keen Note”) to Ace Keen. Under the Moxian Malaysia-Ace Keen Note, all or any portion of the Moxian Malaysia-Ace Keen Note is convertible into Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Ace Keen shall have the right to convert any and all of the Moxian Malaysia-Ace Keen Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. Moxian Malaysia Loan (Continued) On May 30, 2015, the Company, Moxian Malaysia, and Morolling entered into an Amended and Restated Loan Agreement (“Moxian Malaysia-Morolling Loan Agreement”) to document the total loan of $765,768 that Morolling has advanced to Moxian Malaysia in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $765,768 (“Moxian Malaysia-Morolling Note”) to Morolling with no interest and a term of repayment of 12 months. Under the Moxian Malaysia-Morolling Note, all or any portion of the Moxian Malaysia-Morolling Note is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Morolling shall have the right to convert any and all of the Moxian Malaysia-Morolling Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. On May 30, 2015, the Company, Moxian Malaysia, and MCL entered into an Amended and Restated Loan Agreement (“Moxian Malaysia-MCL Loan Agreement”) to document the total loan of $2,680,221 that MCL has advanced to Moxian Malaysia in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $2,680,221 (“Moxian Malaysia-MCL Note”). Under the Moxian Malaysia-MCL Note, all or any portion of the Moxian Malaysia-MCL Note is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, MCL shall have the right to convert any and all of the Moxian Malaysia-MCL Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. |
Loans from a Third Party
Loans from a Third Party | 9 Months Ended |
Jun. 30, 2015 | |
Loans From a Third Party [Abstract] | |
Loans from a third party | 5. Loans from a third party The loans are made to Moxian Shenzhen are unsecured, interest free and will be due and payable in 12 months. Details of the loans are analyzed as follows: As of Repayable June 30, 2015 September 30, 2014 Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 4,213,841 2,133,071 $ 4,213,841 $ 2,133,071 On June 30, 2015, the Company, Moxian Shenzhen, and Shenzhen Bayi Consulting Co., Ltd (“Bayi”) entered into an Amended and Restated Loan Agreement to document the loan of $3,215,282 that Bayi has advanced to Moxian Shenzhen by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $3,215,282 (“Moxian Shenzhen-Bayi Note”). Under the Moxian Shenzhen-Bayi Note, all or any portion of the Moxian Shenzhen-Bayi Note is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Bayi shall have the right to convert any and all of the Moxian Shenzhen-Bayi Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P. Also on June 30, 2015, Moxian Shenzhen and Bayi entered into a loan agreement whereby Bayi agreed to provide a loan to Moxian Shenzhen of $998,559.46 without any interests and with a term of repayment of 12 months. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Jun. 30, 2015 | |
Shareholders' Equity [Abstract] | |
Shareholders' equity | 6. Shareholders’ equity As of the date of this quarterly report, there were 210,775,944 shares of Common Stock issued and outstanding, and 0 share of preferred stock issued and outstanding. As previously disclosed in the Quarterly Report on Form 10-Q for the period ended March 31, 2015 filed with the Securities and Exchange Commission on May 15, 2015, the Company entered into a subscription agreement (“Zhongtou Subscription Agreement”) with Zhongtou Huifeng Investment Management (Beijing) Co. Ltd. (“Zhongtou”) on April 24, 2015, whereby we agreed to sell an aggregate of 8,169,000 shares of the Company’s common stock par value $.001 per share (“Common Stock”) at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and to issue to Zhongtou for no additional consideration a warrant (the “Warrant”) to purchase in the aggregate of 32,000,000 shares (“Warrant Shares”) of Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015. On June 4, 2015, the Company and Zhongtou entered into a Termination Agreement to terminate the Zhongtou Subscription Agreement as Zhongtou’s principals have determined to make the investment described in the Zhongtou Subscription Agreement through a different entity, Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”). Also on June 4, 2015, the Company and Xinhua entered into a new Subscription Agreement (“Xinhua Subscription Agreement”) on substantially the same terms as the Zhongtou Subscription Agreement (the “Transaction”). Pursuant to the Xinhua Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, the Company shall issue an additional number of shares of Common Stock to Xinhua, equal to 50% of the accumulated number of Warrant Shares exercised and acquired by Xinhua as of September 30, 2016, for no additional consideration (“Make Good Provision”). The Make Good Provision will be available only if Xinhua has exercised the Warrant and acquired more than 16,000,000 Warrant Shares (the “Condition”). Further, the Company shall issue 4,000,000 shares of Common Stock to Xinhua for no additional consideration if the Company fails to publish its full working version of the Moxian mobile application version 2.0 by September 30, 2015, or if the Company fails to uplist to a national securities exchange in the U.S. by June 30, 2017. Xinhua shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors provided that the Condition has been met. The closing date of the Transaction has been extended to September 30, 2015. There are no other warrants or options outstanding except above-mentioned to acquire any additional shares of common stock of the Company. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per share | 7. Earnings per share For the nine months ended June 30, 2015 2014 Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share $ (3,724,539 ) $ (1,170,666 ) Weighted average number of common shares outstanding - Basic 198,300,000 198,300,000 Dilutive shares – convertible promissory note 4,914,072 - – anti-dilutive effect of convertible promissory notes (4,914,072 ) - Diluted 198,300,000 198,300,000 Basic earnings per share $ (0.02 ) $ (0.01 ) Diluted earnings per share $ (0.02 ) $ (0.01 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income taxes | 8. Income taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the period October 12, 2010 (date of inception) through June 30, 2015, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance. Moxian BVI is incorporated in the British Virgin Islands. Moxian BVI did not generate taxable income in the British Virgin Islands for the period from July 3, 2012 (date of inception) to June 30, 2015. Moxian HK was incorporated in Hong Kong and is subject to Hong Kong profits tax at 16.5%. No provision for Hong Kong income or profit tax has been made as the Company has no assessable profit for the period from January 18, 2013 (date of inception) to June 30, 2015. The cumulative tax losses will represent a deferred tax asset. Moxian Shenzhen was incorporated in the People’s Republic of China. Moxian Shenzhen did not generate taxable income in the People’s Republic of China for the period from April 8, 2013 (date of inception) to June 30, 2015. Moxian Malaysia was incorporated in Malaysia. Moxian Malaysia did not generate taxable income in Malaysia for the period from March 1, 2013 (date of inception) to June 30, 2015. Moyi was incorporated in the People’s Republic of China. Moyi did not generate taxable income in the People’s Republic of China for the period from July 19, 2013 (date of inception) to June 30, 2015. Moxian IP was incorporated in Samoa. Moxian IP did not generate taxable income in Samoa for the period from January 30, 2015 (date of acquisition) to June 30, 2015. The Company will provide a valuation allowance for all of its subsidiaries in full amount of the deferred tax asset since there is no assurance of future taxable income. |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Acquisition | 9. Acquisition On February 21, 2014, the Company entered into a License and Acquisition Agreement with REBL, whereby the Company (i) acquired all the equity interests of Moxian BVI, and (ii) obtained the license to use the intellectual property rights (as define below) of REBL. Pursuant to the License and Acquisition Agreement, REBL agreed to sell, convey, and transfer 100% of the equity interests of Moxian BVI to Moxian CN Samoa, a newly incorporated wholly-owned subsidiary of the Company, in consideration of an aggregate of $1,000,000. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia, became the Company’s subsidiaries. Under the License and Acquisition Agreement, REBL also agreed to grant us the exclusive right to use REBL’s intellectual property rights (collectively, the “IP Rights”) in Mainland China, Malaysia, and other countries and regions where REBL conducts its business (the “Licensed Territory”), and the exclusive right to solicit, promote, distribute and sell REBL products and services in the Licensed Territory for five years (the “License”). In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. Pursuant to the License and Acquisition Agreement, the Company has the right to acquire the new IP Rights that are developed by REBL and sub-license such rights to a third party. The Company also has the obligation to develop the social media market in the Licensed Territory of REBL products and services. A summary of changes in the Company’s goodwill is as follows: 2015 Balance – beginning of period: Goodwill $ 2,600,315 Accumulated impairment charges (2,600,315 ) - Activity during the period: Additions 6,782,000 Impairment charges - 6,782,000 Balance – end of year: Goodwill 9,382,315 Accumulated impairment charges (2,600,315 ) $ 6,782,000 No impairment loss was recorded for the nine months ended June 30, 2015 and 2014 respectively. Assets acquired and liabilities assumed at the date of acquisition: Current assets Cash and bank balances $ 897,453 Prepayments, deposits and other receivables 264,729 Inventory 1,129 Non-current assets Property and equipment, net 176,116 Current liabilities Other payables and accruals (51,172 ) Loans (2,888,570 ) $ (1,600,315 ) Goodwill arising on acquisition: Consideration transferred $ 1,000,000 Fair value of identifiable net assets acquired 1,600,315 $ 2,600,315 Net cash inflow on acquisition of subsidiaries: Consideration paid in cash $ - Less: cash and cash equivalent balances acquired 897,453 $ 897,453 On January 30, 2015, Company entered into an Equity Transfer Agreement with REBL to acquire from REBL 100% of the equity interests of Moxian IP for $6,782,000. Moxian IP owns all the intellectual property rights IP Rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company. Goodwill arising on acquisition: Consideration transferred $ 6,782,000 Less: fair value of identifiable net assets acquired - $ 6,782,000 |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended |
Jun. 30, 2015 | |
Convertible Promissory Note [Abstract] | |
Convertible Promissory Note | 10. Convertible Promissory Note Under the Equity Transfer Agreement described in Note 1, the Company issued to REBL a convertible promissory note for $7,782,000 (the “Rebel Note”). The Note will become due and payable on October 30, 2015 and accrues interest at 1% per annum. The Company has the option to convert any and all amounts due under the Note into the Company’s common stock at the conversion price of $1.00 per share, if the VWAP of the Company’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion is higher than $1.00. The Company also has a right of first refusal to purchase the shares issuable upon conversion of the Note at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by the Company. The interest expenses for the nine months period ended June 30, 2015 and 2014 were $32,194 and nil, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | 11. Commitments and contingencies Operating Lease The Company leases a number of properties under operating leases. Rental expenses under operating leases for the nine months ended June 30, 2015 and 2014 were $164,209 and $51,308 respectively. As of June 30, 2015, the Company was obligated under non-cancellable operating leases minimum rentals as follows: Twelve months ended June 30, 2015, 2016 $ 74,139 2017 169,195 2018 - Thereafter - Total minimum lease payments $ 243,334 Legal Proceeding There has been no legal proceeding in which the Company is a party for the nine months ended June 30, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent events As mentioned in Note 6 above, on June 4, 2015, the Company entered into the Xinhua Subscription Agreement with Xinhua, whereby the Company agreed to issue 8,190,000 shares of Common Stock of the Company for gross proceeds of $8,190,000 and warrant to purchase 32,000,000 shares of the Company’s Common Stock at $2.00 per share (the “Transaction”). Xinhua has advanced the first tranche of fund to the Company. On August 13, 2015, Xinhua and the Company entered into an Amendment Agreement to extend the closing date of the Transaction to September 30, 2015 and the expiration date of the Warrant to September 30, 2015. The consummation of the Transaction triggered the conversion of the notes mentioned in Note 4 above. On August 13, 2015, Moxian HK-Ace Keen Note was converted into 761,379 shares of Company’s Common Stock at the conversion price of $1.00 per share. On August 14, 2015, Moxian HK-Jet Key Note was converted into 223,416 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, Moxian HK-MCL Note was converted into 709,941 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, Moxian Malaysia-Ace Keen Note was converted into 228,937 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, Moxian Malaysia-Morolling Note was converted into 765,768 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, Moxian Malaysia-MCL Note was converted into 2,680,221 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, Moxian Shenzhen-Bayi Note was converted into 3,215,282 shares of the Company’s Common Stock at the conversion price of $1.00. On August 14, 2015, due to the VWAP of 30 trading day prior to August 14, 2015 is higher than $1.00, which triggered the clause of conversion under the Rebel Note, the Company provided a notice of conversion to REBL and elected to convert the amount of $3,891,000 under the Rebel Note into 3,891,000 shares of the Company’s Common Stock at the conversion price of $1.00. Except above mentioned, there were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our Financial Statements for the nine months ended June 30, 2015. Except as set forth above, there were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our Financial Statements for the nine months ended June 30, 2015. |
Summary of Principal Accounti19
Summary of Principal Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE. All material intercompany transactions and balances have been eliminated in the consolidation. In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be unaudited consolidated in a company’s unaudited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are unaudited consolidated into the financial statements of the Company. |
Revenue recognition | Revenue recognition Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured. |
Use of estimates | Use of estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income taxes | Income taxes The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for 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 unaudited consolidated 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. |
Fair value of financial instruments | Fair value of financial instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates. |
Earnings per share | Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. |
Website development costs | Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales. |
Plant and Equipment | Plant and Equipment Plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease |
Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable. The Company performed an annual impairment test as of the end of each fiscal year, and determined that an impairment loss in the amount of nil and nil were recorded for the nine months ended June 30, 2015 and 2014 respectively. |
Comprehensive income | Comprehensive income The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections: 1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification. 2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification. 3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions. 4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms. The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities. The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted. The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force. The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that unaudited consolidated collateralized financing entity at fair value in the unaudited consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period. The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference. The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a unaudited consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a unaudited consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the unaudited consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that unaudited consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the unaudited consolidated statement of income (loss). The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. |
Summary of Principal Accounti20
Summary of Principal Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Summary of Principal Accounting Policies [Abstract] | |
Summary of estimated useful lives of plant and equipment | Computers 3 years Office equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or term of lease |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Property and Equipment, Net [Abstract] | |
Summary of property and equipment, net | As of June 30, September 30, 2014 Computers $ 1,876,056 $ 213,600 Office equipment 33,338 68,623 Furniture and fixtures 3,000 32,011 Leasehold improvements 143,147 156,101 Total property and equipment 2,055,541 470,335 Less: Accumulated depreciation and amortization (214,876) (121,666 ) Total property and equipment, net $ 1,840,665 $ 348,669 |
Loans from Shareholders (Tables
Loans from Shareholders (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Loans from Shareholders [Abstract] | |
Schedule of loans repayable | As of Repayable June 30, 2015 September 30, 2014 Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 5,369,662 4,018,861 $ 5,369,662 $ 4,018,861 |
Loans from a Third Party (Table
Loans from a Third Party (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Loans From a Third Party [Abstract] | |
Schedule of loans repayable | As of Repayable June 30, 2015 September 30, 2014 Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 4,213,841 2,133,071 $ 4,213,841 $ 2,133,071 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted net income per common share | For the nine months ended June 30, 2015 2014 Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share $ (3,724,539 ) $ (1,170,666 ) Weighted average number of common shares outstanding - Basic 198,300,000 198,300,000 Dilutive shares – convertible promissory note 4,914,072 - – anti-dilutive effect of convertible promissory notes (4,914,072 ) - Diluted 198,300,000 198,300,000 Basic earnings per share $ (0.02 ) $ (0.01 ) Diluted earnings per share $ (0.02 ) $ (0.01 ) |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Summary of changes in the Company's goodwill | 2015 Balance – beginning of period: Goodwill $ 2,600,315 Accumulated impairment charges (2,600,315 ) - Activity during the period: Additions 6,782,000 Impairment charges - 6,782,000 Balance – end of year: Goodwill 9,382,315 Accumulated impairment charges (2,600,315 ) $ 6,782,000 |
Assets acquired and liabilities assumed at the date of acquisition | Current assets Cash and bank balances $ 897,453 Prepayments, deposits and other receivables 264,729 Inventory 1,129 Non-current assets Property and equipment, net 176,116 Current liabilities Other payables and accruals (51,172 ) Loans (2,888,570 ) $ (1,600,315 ) Goodwill arising on acquisition: Consideration transferred $ 1,000,000 Fair value of identifiable net assets acquired 1,600,315 $ 2,600,315 Net cash inflow on acquisition of subsidiaries: Consideration paid in cash $ - Less: cash and cash equivalent balances acquired 897,453 $ 897,453 |
Assets acquired and liabilities assumed at the date of acquisition, non-current assets | Consideration transferred $ 6,782,000 Less: fair value of identifiable net assets acquired - $ 6,782,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of operating leases minimum rentals | Twelve months ended June 30, 2015, 2016 $ 74,139 2017 169,195 2018 - Thereafter - Total minimum lease payments $ 243,334 |
Organization and Nature of Op27
Organization and Nature of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jan. 30, 2015 | Jul. 03, 2012 | Oct. 11, 2010 | |
Organization and Nature of Operations [Textual] | ||||||||
Percentage of equity ownership intrest | 100.00% | |||||||
Revenues | $ 18,187 | $ 15,802 | $ 86,353 | $ 15,802 | $ 142,475 | |||
Accumulated deficit | $ 8,808,724 | |||||||
Equity Transfer Agreement [Member] | ||||||||
Organization and Nature of Operations [Textual] | ||||||||
Percentage of equity ownership intrest | 100.00% | |||||||
Acquisition cost | $ 6,782,000 |
Summary of Principal Accounti28
Summary of Principal Accounting Policies (Details) | 9 Months Ended |
Jun. 30, 2015 | |
Computers [Member] | |
Summary of estimated useful lives of plant and equipment | |
Plant and equipment useful life | 3 years |
Office equipment [Member] | |
Summary of estimated useful lives of plant and equipment | |
Plant and equipment useful life | 3 years |
Furniture and fixtures [Member] | |
Summary of estimated useful lives of plant and equipment | |
Plant and equipment useful life | 3 years |
Leasehold improvements [Member] | |
Summary of estimated useful lives of plant and equipment | |
Estimated useful life | Shorter of estimated useful life or term of lease |
Summary of Principal Accounti29
Summary of Principal Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Summary of principal accounting policies (Textual) | |||||
Website estimated useful life | 3 years | ||||
Impairment of goodwill | $ 2,600,315 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Summary of Property and equipment | ||
Total property and equipment | $ 2,055,541 | $ 470,335 |
Less: Accumulated depreciation and amortization | (214,876) | (121,666) |
Total property and equipment, net | 1,840,665 | 348,669 |
Computers [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 1,876,056 | 213,600 |
Office equipment [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 33,338 | 68,623 |
Furniture and fixtures [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 3,000 | 32,011 |
Leasehold improvements [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | $ 143,147 | $ 156,101 |
Property and Equipment, Net (31
Property and Equipment, Net (Details Textual) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property and equipment, net (Textual) | ||
Depreciation expenses | $ 155,693 | $ 41,774 |
Loans from Shareholders (Detail
Loans from Shareholders (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Summary of Loans from shareholders | ||
Loans from shareholders | $ 5,369,662 | $ 4,018,861 |
Within 1 month [Member] | ||
Summary of Loans from shareholders | ||
Loans from shareholders | ||
1 to 3 months [Member] | ||
Summary of Loans from shareholders | ||
Loans from shareholders | ||
More than 3 months but less than 12 months [Member] | ||
Summary of Loans from shareholders | ||
Loans from shareholders | $ 5,369,662 | $ 4,018,861 |
Loans from Shareholders (Deta33
Loans from Shareholders (Details Textual) - May. 30, 2015 | USD ($)Days |
Moxian Hong Kong Loan [Member] | Ace Keen Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 761,379 |
Promissory note | 761,379 |
Gross proceeds from loans | $ 5,000,000 |
Trading days | Days | 20 |
Moxian Hong Kong Loan [Member] | Jet Key Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 223,416 |
Promissory note | $ 223,416 |
Trading days | Days | 20 |
Moxian Hong Kong Loan [Member] | MCL Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 709,941 |
Promissory note | $ 709,941 |
Trading days | Days | 20 |
Moxian Malaysia Loan [Member] | Malaysia-Ace Keen Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 228,937 |
Promissory note | $ 228,937 |
Trading days | Days | 20 |
Moxian Malaysia Loan [Member] | Malaysia-Morolling Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 765,768 |
Promissory note | $ 765,768 |
Trading days | Days | 20 |
Moxian Malaysia Loan [Member] | Malaysia-MCL Loan Agreement [Member] | |
Loans from shareholders (Textual) | |
Loan borrowed | $ 2,680,221 |
Promissory note | $ 2,680,221 |
Trading days | Days | 20 |
Loans from a Third Party (Detai
Loans from a Third Party (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Related Party Transaction [Line Items] | ||
Loans from a third party | $ 4,213,841 | $ 2,133,071 |
Within 1 month [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from a third party | ||
1 to 3 months [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from a third party | ||
More than 3 months but less than 12 months [Member] | ||
Related Party Transaction [Line Items] | ||
Loans from a third party | $ 4,213,841 | $ 2,133,071 |
Loans from a Third Party (Det35
Loans from a Third Party (Details Textual) - Jun. 30, 2015 | USD ($)Days |
Moxian Shenzhen-Shenzhen Bayi Agreement [Member] | |
Loans from a Third Party Textual [Abstract] | |
Loan borrowed | $ 3,215,282 |
Promissory note | $ 3,215,282 |
Trading days | Days | 20 |
Moxian Shenzhen-Bayi Loan Agreement II [Member] | |
Loans from a Third Party Textual [Abstract] | |
Loan borrowed | $ 998,559.46 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Jun. 04, 2015Merchantsshares | Apr. 24, 2015USD ($)$ / sharesshares | Apr. 24, 2015CNY (¥)shares | Jun. 30, 2015$ / sharesshares | Sep. 30, 2014$ / sharesshares |
Shareholders Equity (Textual) | |||||
Common Stock, Shares, Issued | 198,300,000 | 198,300,000 | |||
Common stock, shares outstanding | 198,300,000 | 198,300,000 | |||
Preferred stock, shares Issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Issuance of common stock | 8,190,000 | ||||
Zhongtou Subscription Agreement [Member] | |||||
Shareholders Equity (Textual) | |||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Proceeds from issuance of warrants | $ 8,190,000 | ¥ 50,000,000 | |||
Common stock converted into warrants | 8,169,000 | 8,169,000 | |||
Warrants exercise price | $ / shares | $ 2 | ||||
Additional warrants issued | 32,000,000 | 32,000,000 | |||
Share price | $ / shares | $ 1 | ||||
Xinhua Subscription Agreement [Member] | |||||
Shareholders Equity (Textual) | |||||
Issuance of common stock | 4,000,000 | ||||
Number of merchants | Merchants | 25,000 | ||||
New subscription agreement, Description | Company shall issue an additional number of shares of Common Stock to Xinhua, equal to 50% of the accumulated number of Warrant Shares exercised and acquired by Xinhua as of September 30, 2016, for no additional consideration ("Make Good Provision"). The Make Good Provision will be available only if Xinhua has exercised the Warrant and acquired more than 16,000,000 Warrant Shares (the "Condition"). |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 57 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2010 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share | $ (1,746,590) | $ (803,689) | $ (21) | $ (3,724,539) | $ (1,170,666) | $ (14,690) | $ (4,791,342) | $ (33,572) | $ (12,606) | $ (8,725,705) |
Weighted average number of common shares outstanding - Basic | 198,300,000 | 198,300,000 | 198,300,000 | 198,300,000 | ||||||
Dilutive shares | ||||||||||
- convertible promissory note | 4,914,072 | |||||||||
- anti-dilutive effect of convertible promissory notes | (4,914,072) | |||||||||
Diluted | 198,300,000 | 198,300,000 | 198,300,000 | 198,300,000 | ||||||
Basic earnings per share | $ (0.02) | $ (0.01) | ||||||||
Diluted earnings per share | $ (0.02) | $ (0.01) |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Jun. 30, 2015 | |
Income taxes (Textual) | |
Hong Kong profits tax rate | 16.50% |
Acquisition (Details)
Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Acquisition [Abstract] | |||||
Balance - beginning of period: | $ 2,600,315 | ||||
Accumulated impairment charges | $ (2,600,315) | ||||
Goodwill, Total | |||||
Activity during the period: | |||||
Additions | $ 6,782,000 | ||||
Impairment charges | $ 2,600,315 | ||||
Activity during the period net | $ 6,782,000 | ||||
Balance - end of year: | $ 9,382,315 | 9,382,315 | 9,382,315 | ||
Accumulated impairment charges | (2,600,315) | (2,600,315) | (2,600,315) | ||
Goodwill, Total | $ 6,782,000 | $ 6,782,000 | $ 6,782,000 |
Acquisition (Details 1)
Acquisition (Details 1) | Jun. 30, 2015USD ($) |
Current assets | |
Cash and bank balances | $ 897,453 |
Prepayments, deposits and other receivables | 264,729 |
Inventory | 1,129 |
Non-current assets | |
Property and equipment, net | 176,116 |
Current liabilities | |
Other payables and accruals | (51,172) |
Loans | (2,888,570) |
Current liabilities, Net | (1,600,315) |
Goodwill arising on acquisition: | |
Consideration transferred | 1,000,000 |
Fair value of identifiable net assets acquired | 1,600,315 |
Goodwill arising on acquisition, Net | $ 2,600,315 |
Net cash inflow on acquisition of subsidiaries: | |
Consideration paid in cash | |
Less: cash and cash equivalent balances acquired | $ 897,453 |
Net cash inflow on acquisition of subsidiaries, Net | $ 897,453 |
Acquisition (Details 2)
Acquisition (Details 2) - USD ($) | Jun. 30, 2015 | Jan. 30, 2015 |
Goodwill arising on acquisition: | ||
Consideration transferred | $ (1,000,000) | |
Less: fair value of identifiable net assets acquired | (1,600,315) | |
Net cash inflow on acquisition of subsidiaries, Net | $ 897,453 | |
REBL [Member] | ||
Goodwill arising on acquisition: | ||
Consideration transferred | $ 6,782,000 | |
Less: fair value of identifiable net assets acquired | ||
Net cash inflow on acquisition of subsidiaries, Net | $ 6,782,000 |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | 1 Months Ended | |
Feb. 21, 2014 | Jun. 30, 2015 | |
Acquisition (Textual) | ||
Consideration transferred | $ (1,000,000) | |
License and acquisition agreement, description | In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. | |
Business acquisitions license period | 5 years | |
Intellectual property rights | $ 6,782,000 | |
Equity interests percentage | 100.00% |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Convertible Promissory Note (Textual) | |||||
Convertible promissory note, maturity date | Oct. 30, 2015 | ||||
Convertible promissory note, interest rate | 1.00% | 1.00% | 1.00% | ||
Conversion price | $ 1 | $ 1 | $ 1 | ||
Debt conversion, description | The VWAP of the Company's common stock for a period of thirty (30) trading days immediately prior to the date of conversion is higher than $1.00. The Company also has a right of first refusal to purchase the shares issuable upon conversion of the Note at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by the Company. | ||||
Interest expenses | $ 19,416 | $ 32,194 | $ 8,295 | ||
Moxian Bvi [Member] | |||||
Convertible Promissory Note (Textual) | |||||
Convertible promissory note | 7,782,000 | 7,782,000 | 7,782,000 | ||
Moxian IP [Member] | |||||
Convertible Promissory Note (Textual) | |||||
Convertible promissory note | $ 7,782,000 | $ 7,782,000 | $ 7,782,000 |
Commitments and Contingencies44
Commitments and Contingencies (Details) | Jun. 30, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,016 | $ 74,139 |
2,017 | $ 169,195 |
2,018 | |
Thereafter | |
Total minimum lease payments | $ 243,334 |
Commitments and Contingencies45
Commitments and Contingencies (Details Textual) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Commitments and contingencies (Textual) | ||
Rental expenses | $ 164,209 | $ 51,308 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 14, 2015 | Aug. 13, 2015 | Jun. 04, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||||
Conversion price | $ 1 | $ 1 | ||||
Issuance of common stock | 8,190,000 | |||||
Gross proceeds from issuance of common stock | ||||||
Xinhua Subscription Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock | 4,000,000 | |||||
Gross proceeds from issuance of common stock | $ 8,190,000 | |||||
Warrant to purchase of common stock | 32,000,000 | |||||
Common stock share price | $ 2 | |||||
Warrant expiration date | Sep. 30, 2015 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 3,891,000 | |||||
Conversion into common stock, amount | $ 3,891,000 | |||||
Conversion price | $ 1 | |||||
Conversion of stock, Description | Due to the VWAP of 30 trading day prior to August 14, 2015 is higher than $1.00, which triggered the clause of conversion under the Rebel Note. | |||||
Subsequent Event [Member] | Moxian Shenzhen-Shenzhen Bayi Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 3,215,282 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Hong Kong Loan [Member] | Ace Keen Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 761,379 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Hong Kong Loan [Member] | Jet Key Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 223,416 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Hong Kong Loan [Member] | MCL Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 709,941 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Malaysia Loan [Member] | Malaysia-Ace Keen Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 228,937 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Malaysia Loan [Member] | Malaysia-Morolling Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 765,768 | |||||
Conversion price | $ 1 | |||||
Subsequent Event [Member] | Moxian Malaysia Loan [Member] | Malaysia-MCL Loan Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion into common stock, shares | 2,680,221 | |||||
Conversion price | $ 1 |
Uncategorized Items - moxc-2015
Label | Element | Value |
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | $ 169 |
Stock Issued During Period, Value, Purchase of Assets | us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets | $ 3,100 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | |
Stock Issued During Period, Value, Purchase of Assets | us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets | |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | |
Additional Paid-in Capital [Member] | ||
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | |
Stock Issued During Period, Value, Purchase of Assets | us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets | |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | |
Common Stock [Member] | ||
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | |
Stock Issued During Period, Value, Purchase of Assets | us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets | $ 186,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | |
Stock Issued During Period, Shares, Purchase of Assets | us-gaap_StockIssuedDuringPeriodSharesPurchaseOfAssets | 186,000,000 |
Accumulated Deficit During Development Stage One [Member] | ||
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | $ 169 |
Stock Issued During Period, Value, Purchase of Assets | us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets | (182,900) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (21) |