Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2015 | May. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Moxian, Inc. | |
Entity Central Index Key | 1,516,805 | |
Amendment Flag | true | |
Amendment Description | We are filing this Quarterly Report on Form 10-Q/A (the “Amended Filing”) to amend our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the Securities and Exchange Commission (“SEC”) on May 20, 2015 (the “Original Filing”). We are amending the Original Filing to restate our unaudited condensed consolidated financial statements as of March 31, 2015 incorrect application of certain accounting practices and procedures in relation to the acquisition of Moxian Intellectual Property Limited (the “Moxian IP”) which should be accounted for as an asset acquisition, and not a business acquisition, for the three and six months ended March 31, 2015. In connection with the acquisition of Moxian IP on January 30, 2015, the Company accounted for this transaction as business acquisition and recognized goodwill of USD 6,782,000. The Company identified this transaction should be accounted for assets acquisition and the USD 6,782,000 intangible assets - Intellectual property rights should be recognized. Accordingly, the amortization of the intangible assets would increase by USD 169,550 and USD 169,550 for the three and six months ended March 31, 2015, respectively. The net loss would increase by the same amounts for each period abovementioned. An explanation of the impact on our unaudited condensed consolidated financial statements, and a detailed reconciliation of amounts as originally reported to restated amounts are contained in Note 2 to the accompanying restated financial statements contained in Part I — Item 1 of this Amended Filing. For the convenience of the reader, this Amended Filing sets forth the Original Filing, as modified and superseded where necessary to reflect the restatement. The following items have been amended as a result of, and to reflect, the restatement: 1. Part I - Item 1. Financial Statements 2. Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations In accordance with applicable SEC rules, this Amended Filing includes new certifications required by Rule 13a-14 under the Securities and Exchange Act of 1934 (“Exchange Act”) from our Chief Executive Officer dated as of the date of filing of this Amended Filing. Except for the items noted above, no other information included in the Original Filing is being amended or updated by this Amended Filing. This Amended Filing continues to describe the conditions as of the date of the Original Filing and, except as contained herein; we have not updated or modified the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings. | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 198,300,000 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 693,419 | $ 1,770,196 | |
Prepayments, deposits and other receivables | 1,354,346 | $ 741,645 | |
Inventory | 45,097 | ||
Total current assets | 2,092,862 | $ 2,511,841 | |
Property and equipment, net (Note 4) | 583,323 | 348,669 | |
Intangible assets (Note 11) | 6,612,450 | ||
TOTAL ASSETS | 9,288,635 | 2,860,510 | |
CURRENT LIABILITIES | |||
Accruals and other payables | 414,000 | 295,601 | |
Payable for acquisition (Note 10) | 7,782,000 | 1,000,000 | |
Loans from shareholders (Note 5) | 4,738,198 | 4,018,861 | |
Loans from a third party (Note 6) | 2,897,214 | 2,133,071 | |
Total current liabilities | 15,831,412 | 7,447,533 | |
Total liabilities | $ 15,831,412 | $ 7,447,533 | |
Capital stock (Note 7) | |||
Preferred stock, $0.001 par value, authorized: 100,000,000 shares. Nil shares issued and outstanding as of March 31, 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 March 31, 2015 and September 30, 2014 | [1] | $ 198,300 | $ 198,300 |
Additional paid-in capital | 162,914 | 162,914 | |
Deficit accumulated during the development stage | (7,148,664) | (5,001,166) | |
Accumulated other comprehensive income | 244,673 | 52,929 | |
Total stockholders' deficit | (6,542,777) | (4,587,023) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,288,635 | $ 2,860,510 | |
[1] | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 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 | 6 Months Ended | 54 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | ||
Income Statement [Abstract] | ||||||
Revenues, net | $ 22,661 | $ 68,166 | $ 124,288 | |||
Cost and expenses | ||||||
Cost of sales | (11,648) | (11,648) | (35,073) | |||
Depreciation and amortization expenses | (221,663) | $ (15,357) | (256,744) | $ (15,357) | (335,315) | |
Selling, general and administrative expenses | $ (939,062) | $ (351,628) | $ (1,936,758) | $ (351,628) | (4,315,634) | |
Impairment of goodwill | (2,600,315) | |||||
Loss from operations | $ (1,149,712) | $ (366,985) | $ (2,136,984) | $ (366,985) | (7,162,049) | |
Interest expenses | (12,792) | (12,792) | (12,792) | |||
Interest income | 2,267 | $ 8 | 2,278 | $ 8 | 26,177 | |
Loss before income tax | $ (1,160,237) | $ (366,977) | $ (2,147,498) | $ (366,977) | $ (7,148,664) | |
Income tax expenses | ||||||
Net loss | $ (1,160,237) | $ (366,977) | $ (2,147,498) | $ (366,977) | $ (7,148,664) | |
Foreign currency translation adjustments | 49,395 | 7,887 | 191,744 | 7,887 | 244,673 | |
Comprehensive loss | $ (1,110,842) | $ (359,090) | $ (1,955,754) | $ (359,090) | $ (6,903,991) | |
Earnings per share (note 8) | ||||||
Basic and diluted loss per common share | $ (0.01) | $ 0 | $ (0.01) | $ 0 | ||
Basic and diluted weighted average common shares outstanding* | [1] | 198,300,000 | 198,300,000 | 198,300,000 | 198,300,000 | |
[1] | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
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 Oct. 12, 2010 | [1] | ||||||
Balance, shares at Oct. 12, 2010 | [1] | ||||||
Common shares issued - founder for property and equipment | $ 3,100 | $ 186,000 | [1] | $ (182,900) | |||
Common shares issued - founder for property and equipment, shares | [1] | 186,000,000 | |||||
Additional paid in capital by founder | 169 | [1] | 169 | ||||
Net loss | (21) | [1] | (21) | ||||
Balance at Dec. 31, 2010 | 3,248 | $ 186,000 | [1] | (182,752) | |||
Balance, shares at Dec. 31, 2010 | [1] | 186,000,000 | |||||
Additional paid in capital by founder | 2,146 | [1] | 2,146 | ||||
Issue of common stock | 41,000 | $ 12,300 | [1] | 28,700 | |||
Issue of common stock, shares | [1] | 12,300,000 | |||||
Net loss | (12,606) | [1] | (12,606) | ||||
Balance at Dec. 31, 2011 | 33,788 | $ 198,300 | [1] | $ (164,512) | |||
Balance, shares at Dec. 31, 2011 | [1] | 198,300,000 | |||||
Additional paid in capital by founder | |||||||
Net loss | (33,572) | [1] | $ (33,572) | ||||
Balance at Dec. 31, 2012 | 216 | $ 198,300 | [1] | (198,084) | |||
Balance, shares at Dec. 31, 2012 | [1] | 198,300,000 | |||||
Additional paid in capital by founder | 2,950 | [1] | 2,950 | ||||
Net loss | (14,690) | [1] | (14,690) | ||||
Balance at Sep. 30, 2013 | (11,524) | $ 198,300 | [1] | $ (209,824) | |||
Balance, shares at Sep. 30, 2013 | [1] | 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 | [1] | $ 162,914 | $ (5,001,166) | $ 52,929 | |
Balance, shares at Sep. 30, 2014 | [1] | 198,300,000 | |||||
Net loss | (2,147,498) | $ (2,147,498) | |||||
Foreign currency adjustment | (191,744) | $ 191,744 | |||||
Balance at Mar. 31, 2015 | $ (6,542,777) | $ 198,300 | [1] | $ 162,914 | $ (7,148,664) | $ 244,673 | |
Balance, shares at Mar. 31, 2015 | [1] | 198,300,000 | |||||
[1] | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 54 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
OPERATING ACTIVITIES | |||
Net loss | $ (2,147,498) | $ (366,977) | $ (7,148,664) |
Depreciation and amortization expense | $ 256,744 | $ 15,357 | 335,315 |
Impairment of goodwill | 2,600,315 | ||
Changes in operating assets and liabilities: | |||
Increase in deposits, prepayments and other receivables | $ (612,701) | $ (6,642) | (1,055,920) |
Increase in inventories | (45,097) | (1,007) | (43,967) |
Increase in accruals and other payables | 118,399 | 82,679 | 368,210 |
Net cash used in operating activities | (2,430,153) | (276,590) | (4,944,711) |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | $ (34,288) | (96,923) | (78,217) |
Net cash inflow on acquisition of subsidiaries (Note 10) | 897,453 | 897,453 | |
Net cash (used in) provided by investing activities | $ (34,288) | 800,530 | 819,236 |
FINANCING ACTIVITIES | |||
Loan borrowings | 719,337 | $ 445,552 | 4,105,269 |
Loan from a third party | $ 764,143 | 641,573 | |
Capital stock issued for cash | 49,365 | ||
Net cash provided by financing activities | $ 1,483,480 | $ 445,552 | 4,796,207 |
Effect of foreign currency translation | (95,816) | 8,955 | 22,687 |
Net (decrease) increase in cash and cash equivalents | (1,076,777) | 978,447 | $ 693,419 |
Cash and cash equivalents, beginning of year | 1,770,196 | 28 | |
Cash and cash equivalents, end of year | $ 693,419 | $ 978,475 | $ 693,419 |
Supplemental cash flow disclosures: | |||
Cash paid for interest expense | |||
Cash paid for income taxes | |||
Major items for non-cash transaction: | |||
Acquisition by issuing convertible note | $ 6,782,000 | $ 6,782,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Mar. 31, 2015 | |
Organization and Nature of Operations [Abstract] | |
Organization and nature of operations | 1. Organization and nature of operations Moxian China, Inc. (“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. 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 wholly owned by Moxian HK. Moxian Shenzhen was incorporated on April 8, 2013 under the laws of People’s Republic of China and was engaged in the business of internet technology, computer software, commercial information consulting, etc. Moxian Malaysia was incorporated on March 1, 2013 under the laws of Malaysia 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 under the laws of People’s Republic of China and became a variable interest entity (“VIE”) of Moxian Shenzhen since July 15, 2014 through a series of contracts. 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 $124,288 and has incurred an accumulated deficit of $7,148,664. The Company is currently devoting its efforts to developing 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. |
Restatement
Restatement | 6 Months Ended |
Mar. 31, 2015 | |
Restatement [Abstract] | |
Restatement | 2. Restatement This financial statements contain restatement related to the acquisition of Moxian IP for the three and six months ended March 31, 2015. In connection with the acquisition of Moxian IP on January 30, 2015 (see note 10), the Company accounted for this transaction as business acquisition and recognized goodwill of USD 6,782,000. The Company identified this transaction should be accounted for assets acquisition and the USD 6,782,000 intangible assets - Intellectual Property Rights should be recognized. Accordingly, the amortization of the intangible assets would increase by USD 169,550 and USD 169,550 for the three and six months ended March 31, 2015, respectively. The net loss would increase by the same amounts for each period abovementioned. The impact of the restatement on the March 31, 2015 financial statements is reflected in the following tables: CONSOLIDATED BALANCE SHEETS March 31, 2015 As Previously As Goodwill (note 10) 6,782,000 - Intangible assets (note 11) - 6,612,450 Total Assets 9,458,185 9,288,635 Deficit accumulated during the development stage (6,979,114 ) (7,148,664 ) Total stockholders’ deficit (6,377,227 ) (6,542,777 ) Total liabilities and stockholders’ equity 9,458,185 9,288,635 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended For the six Months Ended For the period from Inception March 31, 2015 March 31, 2015 October 12, 2010 to As As As As As As Depreciation and Amortization expenses (52,113 ) (221,663 ) (87,194 ) (256,744 ) (165,765 ) (335,315 ) Loss from operations (980,162 ) (1,149,712 ) (1,967,434 ) (2,136,984 ) (6,992,499 ) (7,162,049 ) Loss before income tax (990,687 ) (1,160,237 ) (1,977,948 ) (2,147,498 ) (6,979,114 ) (7,148,664 ) Net Loss (990,687 ) (1,160,237 ) (1,977,948 ) (2,147,498 ) (6,979,114 ) (7,148,664 ) Comprehensive loss (941,292 ) (1,110,842 ) (1,786,204 ) (1,955,754 ) (6,734,441 ) (6,903,991 ) Basic and diluted loss 0.00 (0.01 ) (0.01 ) (0.01 ) CONSOLIDATED STATEMENTS OF CASH FLOW For the period from Inception Six Months Ended October 12, 2010 to As Previously As Restated As Previously As Restated Depreciation and Amortization expenses 87,194 256,744 165,765 335,315 |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 6 Months Ended |
Mar. 31, 2015 | |
Summary of Principal Accounting Policies [Abstract] | |
Summary of principal accounting policies | 3. 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, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. 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 Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805: Business Combinations. The purchase method accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Company acquired based on their estimated fair values. The consideration transferred of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risks inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. In a business combination achieved in stages, the Company re-measures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in earnings. 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 tests goodwill for impairment at the reporting unit level on an annual basis as of the fiscal year end, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. Commencing in September 2011, in accordance with the FASB revised guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more-likely-than- not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”), which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. 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 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. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Mar. 31, 2015 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | 4. Property and equipment, net As of March 31, September 30, Computers $ 547,518 $ 213,600 Office equipment 34,288 68,623 Furniture and fixtures 3,055 32,011 Leasehold improvements 208,284 156,101 Total property and equipment 793,145 470,335 Less: Accumulated depreciation and amortization (209,822 ) (121,666 ) Total property and equipment, net $ 583,323 $ 348,669 The depreciation expenses for the six months ended March 31, 2015 and 2014 were $87,194 and $15,357, respectively. |
Loans from Shareholders
Loans from Shareholders | 6 Months Ended |
Mar. 31, 2015 | |
Loans from Shareholders [Abstract] | |
Loans from shareholders | 5. Loans from shareholders As of March 31, 2015, loans made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia by our shareholders are unsecured, interest free and have remaining maturities between 3 and 12 months. Details of the loans are set forth below: As of Repayable March 31, September 30, Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 4,738,198 4,018,861 $ 4,738,198 $ 4,018,861 Moxian HK On September 28, 2014, Moxian HK entered into loan agreements with three entities: Moxian China Limited (“MCL”), Ace Keen Limited (“Ace Keen”) and Jet Key Limited (“Jet Key,” together with MCL, Ace Keen, the “Creditors”). Pursuant to the loan agreements, Moxian HK obtained loans in the aggregate amount of $908,048. On November 30, 2014, Moxian HK received HKD 500,000 (approximately $64,437) as a loan from MCL (“Moxian HK Loan”). The term of the loan is twelve months and it bears no interest. On December 31, 2014, the Company, MCL and Moxian HK entered into a loan agreement, pursuant to which the Company agreed to issue a convertible promissory note (“Moxian HK Note”) to MCL for the repayment of the Moxian HK Loan. The Moxian HK Note has a term of one year and bears no interest. Upon consummation of a financing which results in at least $5,000,000 in proceeds to the Company (“Qualified Financing”), the Moxian HK Note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of Notes and as long as there remains any outstanding principal or interest on the Moxian HK Note, the Company shall have the option to convert the Note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-trading day period prior to the conversion of the Note. On January 15, 2015, Moxian HK received additional HKD 500,000 (approximately US$64,506) as a loan from MCL. The loan has a twelve month term and it bears no interest. On February 10, 2015, Moxian HK received additional HKD 1,200,000 (approximately US$1,548,157) as a loan from Ace Keen. The loan has a twelve month term and it bears no interest. MCL owns 33.8% of total outstanding shares of the Company. Ace Keen is controlled by Mr. Zhang Guo Hui, who is the holder of 70% of the equity interests in Moyi, our variable interest entity in China. Jet Key is owned and controlled by Ms. Zhang Ying, who is Mr. Zhang Guo Hui’s sister. Moxian Shenzhen Also on September 28, 2014, Moxian Shenzhen entered into three loan agreements with the Creditors, and borrowed an aggregate of $2,961,460. On October 31, 2014 and November 30, 2014, Moxian Shenzhen received RMB 630,000 (approximately $102,942) and RMB 90,000 (approximately $14,486), respectively, as loans from MCL (“Moxian Shenzhen Loans”). The term of such loans is twelve months and they bear no interest. On December 31, 2014, the Company, MCL and Moxian Shenzhen entered into a Loan Agreement, where the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Shenzhen Loans (“Moxian Shenzhen Note”). The Moxian Shenzhen Note has similar terms to the Moxian HK Note. It has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note. On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd (“Bayi”), an independent third party. On December 31, 2014, Ace Keen transferred its rights under the loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). Moxian Malaysia On September 28, 2014, Moxian Malaysia also signed three loan agreements with the Creditors, pursuant to which Moxian Malaysia borrowed an aggregate of $2,020,221. On October 31, 2014 and November 30, 2014, Moxian Malaysia received a loan in the amount of RM 118,800 (approximately $34,032) and RM 23,100 (approximately $6,605), respectively, from MCL (the “Moxian Malaysia Loans”). The Moxian Malaysia Loans have a twelve month term and bear no interest. On December 31, 2014, the Company, MCL and Moxian Malaysia entered into a Loan Agreement, whereby the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Malaysia Loans. The note has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note. On January 31, 2015, Moxian Malaysia received RM 1,445,165 (approximately $404,646) as a loan from MCL. The term of such loan is twelve months and it bears no interest. On February 28, 2015, Moxian Malaysia entered into a loan agreement with MCL for the amount of RM 122,370 (approximately $29,369). The term of such loan is twelve months and it bears no interest. Moyi On March 28, 2014, Moyi signed a loan agreement with Ace Keen and borrowed an aggregate of RMB 150,000 (approximately $24,193). The term of the loan is for thirty-six months with no interest On September 10, 2013 and October 9, 2013, Moyi signed a loan agreement with Jet Key and borrowed an aggregate of RMB 10,000 and RMB 1,000,000 respectively (approximately $162,118). |
Loans From Third Parties
Loans From Third Parties | 6 Months Ended |
Mar. 31, 2015 | |
Loans From Third Parties [Abstract] | |
Loans from third parties | 6. Loans from third parties Loans to Moxian Shenzhen are unsecured, interest free and have a 12 month term. Details of the loans are set forth below: As of Repayable March 31, September 30, Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 2,897,214 2,133,071 $ 2,897,214 $ 2,133,071 On December 31, 2014, Jet Key transfer the rights under loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Bayi. Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest. On December 31, 2014, Ace Keen transfer the rights under loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest. On December 31, 2014, MCL transfer the rights under loan agreement and Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest. On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Mar. 31, 2015 | |
Shareholders' Equity [Abstract] | |
Shareholders' equity | 7. Shareholders’ equity Prior to November 14, 2013, the authorized capital stock of the Company consisted of 425,000,000 shares of Common Stock with a par value of $0.001. The Company issued *186,000,000 shares of our Common Stock to Brandi DeFoor (“DeFoor”), our former CEO and former Director, on October 2010 (inception) for cash in the amount of $100 and property valued at $3,169. During the year ended December 31, 2011, the Company’s founder contributed $2,146 in additional capital. In August 2011, the Company issued *12,300,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables. During the three months ended December 31, 2013, the Company’s founder contributed $2,950 in additional capital. On November 14, 2013, DeFoor, entered into a Securities Purchase Agreement with three investors (the “Purchasers”), pursuant to which DeFoor sold to the Purchasers her 186,000,000 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for the consideration in the aggregate amount of $264,500. As a result of the transaction, the Purchasers aggregately own approximately 93.8% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis. Effective December 13, 2013, the Company amended its Articles of Incorporation to implement a 60-for-1 forward stock split of its issued and outstanding Common Stock (“Forward Split”). As a result of the Forward Split, the common stock issued and outstanding increased to 198,300,000 shares. Also effective on December 13, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,0000 shares, including 500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2015, the number of total issued and outstanding shares of common stock of the Company is 198,300,000. There are no warrants or options outstanding to acquire any additional shares of common stock of the Company. *The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per share | 8. Earnings per share For the six months ended March 31, 2015 2014 Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share $ (2,147,498 ) $ (366,977 ) Weighted-average shares of common stock outstanding in computing net loss per common stock* Basic 198,300,000 198,300,000 Dilutive shares – convertible promissory note 5,188,000 - Anti-dilutive effect of convertible promissory note (5,188,000 ) Diluted 198,300,000 198,300,000 Basic earnings per share $ (0.01 ) (0.00 ) Diluted earnings per share $ (0.01 ) (0.00 ) *The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income taxes | 9. Income taxes The Company and its subsidiaries file separate income tax returns. The United States of America Moxian is incorporated in the State of Nevada in the U.S., and is subject to a gradual U.S. federal corporate income tax of 15% to 35%. The State of Nevada does not impose any corporate state income tax. British Virgin Islands Moxian BVI is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Moxian BVI is not subject to tax on income or capital gains. In addition, upon payments of dividends by Moxian BVI, no British Virgin Islands withholding tax is imposed. Hong Kong Moxian HK is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5%. Moxian HK did not earn any income that was derived in Hong Kong for the six months ended March 31, 2015 and 2014, and therefore, Moxian HK was not subject to Hong Kong Profits Tax. The payments of dividends by Hong Kong companies are not subject to any Hong Kong withholding tax. Malaysia 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 March 31, 2015. The management estimated that Moxian Malaysia will not generate any taxable income in the future. Samoa Moxian IP Samoa was incorporated in Samoa. Moxian IP Samoa did not generate taxable income or loss in Samoa for the period from January 30, 2015 (date of acquisition) to March 31, 2015. Moxian CN Samoa was incorporated in Samoa. Moxian CN Samoa did not generate taxable income or loss in Samoa for the period from February 17, 2014 (date of inception) to March 31, 2015. PRC Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to income tax rate of 25%, unless otherwise specified. Moxian Shenzhen was incorporated in the People’s Republic of China (the “PRC”). 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 March 31, 2015. The management estimated that Moxian Shenzhen will not generate any taxable income in the future. 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 March 31, 2015. 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 March 31, 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 The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended March 31, 2015 and 2014, the Company had no unrecognized tax benefits. The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense. |
Acquisition
Acquisition | 6 Months Ended |
Mar. 31, 2015 | |
Acquisition [Abstract] | |
Acquisition | 10. Acquisitions Acquisition of Moxian BVI On February 21, 2014, the Company entered into a License and Acquisition Agreement (“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 cash consideration of an aggregate of $1,000,000. As a result, The Company began to consolidate Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia’s financial statement on February 21, 2014. Under the License and Acquisition Agreement, REBL also agreed to grant us the exclusive right to use REBL’s 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. The Company accounted for the acquisition of Moxian BVI as business acquisition in accordance with ASC 805. The valuations used in the purchase price allocation were determined by the Company with the assistance of an independent third party valuation firm with the income approach applied. The allocation of the consideration for assets acquired and liability assumed based on their fair value was as follows: 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 Less: 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 The excess of the purchase price over the assets acquired and liabilities assumed was recorded as goodwill. Goodwill primarily represents the expected synergies from combining operations of Moxian BVI with those of the Company, which are complementary to each other, and intangible assets that do not qualify for separate recognition. In accordance with ASC350, goodwill is not amortized but is tested for impairment and is not deductible for tax purposes. Prior to the acquisition, Moxian BVI did not prepare its financial statements in accordance with US GAAP. The Company determined that the cost of reconstructing the financial statement of Moxian BVI for the periods prior to the acquisition outweighed the benefits. Based on a comparison of Moxian BVI’s and the Company’s financial performance for the fiscal year prior to the acquisition, the Company did not consider Moxian BVI on its own to be material to the Company. Thus the Company’s management believes that the presentation of pro forma financial information with respect to the results of operations of the Company for the business combination is impractical. A summary of changes in the Company’s goodwill is as follows: March 31, 2015 Balance Goodwill $ 2,600,315 Accumulated impairment charges (2,600,315 ) - No impairment loss was recorded for the six months ended March 31, 2015 and 2014 respectively. Acquisition of Moxian IP On January 30, 2015, 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 IP for $6,782,000 (the “Moxian IP Purchase Price”) promissory convertible notes (See Note 12). 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. According to ASC 805-10-55, the relevant definition of business, the Company believes that the acquisition of Moxian IP is an asset acquisition and the estimated useful lives of the IP rights is 10 years. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2015 | |
Intangible Assets [Abstract] | |
Intangible assets | 11. Intangible assets As of March 31, 2015 and September 30, 2014, the Company has the following amounts related to intangible assets: March 31, 2015 September 30, Gross Accumulated Amortization Gross Accumulated Amortization Amortized intangible assets: IP rights $ 6,782,000 $ (169,550 ) $ - $ - No significant residual value is estimated for these intangible assets. Aggregate amortization expense for the six months ended March 31, 2015 and 2014, totaled $169,550 and nil, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years: For the Year Ending September 30 Estimated Amortization Expense 2015 $ 339,100 2016 678,200 2017 678,200 2018 678,200 2019 and thereafter 4,238,750 Intangible assets consist of the following as of March 31, 2015 and September 30, 2014: March 31, 2015 September 30, 2014 IP rights $ 6,782,000 $ - Less: accumulated amortization (169,550 ) - Net intangible assets $ 6,612,450 $ - |
Convertible Promissory Note
Convertible Promissory Note | 6 Months Ended |
Mar. 31, 2015 | |
Convertible Promissory Note [Abstract] | |
Convertible Promissory Note | 12. Convertible Promissory Note Under the Equity Transfer Agreement described in Note No.1, the Company and REBL agreed to terminate the License and Acquisition Agreement, dated February 21, 2014, whereby the Company was granted the exclusive right by REBL to use the intellectual property rights owned by Moxian IP, REBL’s subsidiary. In addition, we acquired all of the equity interests of Moxian BVI in consideration of $1,000,000 (the “Moxian BVI Purchase Price”). Immediately prior to the execution of the Equity Transfer Agreement, the Moxian BVI Purchase Price was not yet paid and no license maintenance royalty or earned royalty under the License and Acquisition Agreement had accrued. Under the Equity Transfer Agreement, the Company and REBL agreed to terminate the License and Acquisition Agreement and all of the Company’s liabilities owed to REBL thereunder, other than the Moxian BVI Purchase Price, were released and discharged. The Company agreed to issue to REBL a convertible promissory note for $7,782,000 (the “Note”), representing the sum of the Moxian IP Purchase Price and the Moxian BVI Purchase Price. 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 (“Conversion Price”), if the volume weighted average price (“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 the Conversion Price. 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 six months period ended March 31, 2015 and 2014 were $12,792 and nil, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | 13. Commitments and contingencies Operating Lease The Company leases a number of properties under operating leases. Rental expenses under operating leases for the six months ended March 31, 2015 and 2014 were $70,815 and $15,512 respectively. As of March 31, 2015, the Company was obligated under non-cancellable operating leases minimum rentals as follows: Twelve months ended March 31, 2015, 2016 $ 242,590 2017 106,453 2018 54,653 Thereafter - Total minimum lease payments $ 403,696 Legal Proceeding There has been no legal proceeding in which the Company is a party for the six months ended March 31, 2015. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent events On April 24, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) for a private placement of shares of our common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) with an investor (the “Investor”), whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000, such proceeds, the “Proceeds”) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 shares (the “Warrant Shares”) of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015. Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor 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 so long as the Investor exercises no less than 16,000,000 Warrant Shares. |
Summary of Principal Accounti21
Summary of Principal Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 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, net | Plant and Equipment, net Plant and equipment are recorded at cost less accumulated depreciation and impairment. 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 |
Business Combinations | Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805: Business Combinations. The purchase method accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Company acquired based on their estimated fair values. The consideration transferred of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risks inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. In a business combination achieved in stages, the Company re-measures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in earnings. |
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 tests goodwill for impairment at the reporting unit level on an annual basis as of the fiscal year end, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. Commencing in September 2011, in accordance with the FASB revised guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more-likely-than- not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a two-step goodwill impairment test. The first step compares the fair value of each reporting unit to its carrying amount. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. |
Intangible assets | Intangible assets Intangible assets, comprising Intellectual property rights (“IP rights”), which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years. |
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. |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Restatement [Abstract] | |
Schedule of consolidated balance sheets | March 31, 2015 As Previously As Goodwill (note 10) 6,782,000 - Intangible assets (note 11) - 6,612,450 Total Assets 9,458,185 9,288,635 Deficit accumulated during the development stage (6,979,114 ) (7,148,664 ) Total stockholders’ deficit (6,377,227 ) (6,542,777 ) Total liabilities and stockholders’ equity 9,458,185 9,288,635 |
Schedule of consolidated statements of operations and comprehensive income | For the Three Months Ended For the six Months Ended For the period from Inception March 31, 2015 March 31, 2015 October 12, 2010 to As As As As As As Depreciation and Amortization expenses (52,113 ) (221,663 ) (87,194 ) (256,744 ) (165,765 ) (335,315 ) Loss from operations (980,162 ) (1,149,712 ) (1,967,434 ) (2,136,984 ) (6,992,499 ) (7,162,049 ) Loss before income tax (990,687 ) (1,160,237 ) (1,977,948 ) (2,147,498 ) (6,979,114 ) (7,148,664 ) Net Loss (990,687 ) (1,160,237 ) (1,977,948 ) (2,147,498 ) (6,979,114 ) (7,148,664 ) Comprehensive loss (941,292 ) (1,110,842 ) (1,786,204 ) (1,955,754 ) (6,734,441 ) (6,903,991 ) Basic and diluted loss 0.00 (0.01 ) (0.01 ) (0.01 ) |
Schedule of consolidated statements of cash flow | For the period from Inception Six Months Ended October 12, 2010 to As Previously As Restated As Previously As Restated Depreciation and Amortization expenses 87,194 256,744 165,765 335,315 |
Summary of Principal Accounti23
Summary of Principal Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 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) | 6 Months Ended |
Mar. 31, 2015 | |
Property and Equipment, Net [Abstract] | |
Summary of property and equipment, net | As of March 31, September 30, Computers $ 547,518 $ 213,600 Office equipment 34,288 68,623 Furniture and fixtures 3,055 32,011 Leasehold improvements 208,284 156,101 Total property and equipment 793,145 470,335 Less: Accumulated depreciation and amortization (209,822 ) (121,666 ) Total property and equipment, net $ 583,323 $ 348,669 |
Loans from Shareholders (Tables
Loans from Shareholders (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Loans from Shareholders [Abstract] | |
Schedule of loans repayable | As of Repayable March 31, September 30, Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 4,738,198 4,018,861 $ 4,738,198 $ 4,018,861 |
Loans From Third Parties (Table
Loans From Third Parties (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Loans From Third Parties [Abstract] | |
Schedule of loans from third parties | As of Repayable March 31, September 30, Within 1 month $ - $ - 1 to 3 months - - More than 3 months but less than 12 months 2,897,214 2,133,071 $ 2,897,214 $ 2,133,071 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted net income per common share | For the six months ended March 31, 2015 2014 Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share $ (2,147,498 ) $ (366,977 ) Weighted-average shares of common stock outstanding in computing net loss per common stock* Basic 198,300,000 198,300,000 Dilutive shares – convertible promissory note 5,188,000 - Anti-dilutive effect of convertible promissory note (5,188,000 ) Diluted 198,300,000 198,300,000 Basic earnings per share $ (0.01 ) (0.00 ) Diluted earnings per share $ (0.01 ) (0.00 ) *The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Acquisition [Abstract] | |
Schedule of allocation of the consideration for assets acquired and liability assumed | 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 Less: 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 |
Summary of changes in the Company's goodwill | March 31, 2015 Balance Goodwill $ 2,600,315 Accumulated impairment charges (2,600,315 ) - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Intangible Assets [Abstract] | |
Schedule of amortized intangible assets | March 31, 2015 September 30, Gross Accumulated Amortization Gross Accumulated Amortization Amortized intangible assets: IP rights $ 6,782,000 $ (169,550 ) $ - $ - |
Schedule of total estimated amortization of intangible assets | For the Year Ending September 30 Estimated Amortization Expense 2015 $ 339,100 2016 678,200 2017 678,200 2018 678,200 2019 and thereafter 4,238,750 |
Schedule of intangible assets | March 31, 2015 September 30, 2014 IP rights $ 6,782,000 $ - Less: accumulated amortization (169,550 ) - Net intangible assets $ 6,612,450 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of operating leases minimum rentals | Twelve months ended March 31, 2015, 2016 $ 242,590 2017 106,453 2018 54,653 Thereafter - Total minimum lease payments $ 403,696 |
Organization and Nature of Op31
Organization and Nature of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 54 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 30, 2015 | Sep. 30, 2014 | Feb. 21, 2014 | |
Organization and Nature of Operations [Textual] | ||||||||
Revenues | $ 22,661 | $ 68,166 | $ 124,288 | |||||
Accumulated deficit | $ (7,148,664) | $ (7,148,664) | $ (7,148,664) | $ (5,001,166) | ||||
Equity interests percentage | 100.00% | |||||||
Moxian IP [Member] | ||||||||
Organization and Nature of Operations [Textual] | ||||||||
Intellectual property rights Acquisition cost | $ 6,782,000 | |||||||
Equity interests percentage | 100.00% |
Restatement (Details)
Restatement (Details) - USD ($) | Mar. 31, 2015 | Jan. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Oct. 12, 2010 |
Goodwill (Note 10) | $ 6,782,000 | |||||||
Intangible assets (Note 11) | $ 6,612,450 | |||||||
Total Assets | 9,288,635 | $ 2,860,510 | ||||||
Deficit accumulated during the development stage | (7,148,664) | (5,001,166) | ||||||
Total stockholders' deficit | (6,542,777) | (4,587,023) | $ (11,524) | $ 216 | $ 33,788 | $ 3,248 | ||
Total liabilities and stockholders' equity | 9,288,635 | $ 2,860,510 | ||||||
As Previously Reported [Member] | ||||||||
Goodwill (Note 10) | $ 6,782,000 | |||||||
Intangible assets (Note 11) | ||||||||
Total Assets | $ 9,458,185 | |||||||
Deficit accumulated during the development stage | (6,979,114) | |||||||
Total stockholders' deficit | (6,377,227) | |||||||
Total liabilities and stockholders' equity | $ 9,458,185 | |||||||
As Restated [Member] | ||||||||
Goodwill (Note 10) | ||||||||
Intangible assets (Note 11) | $ 6,612,450 | |||||||
Total Assets | 9,288,635 | |||||||
Deficit accumulated during the development stage | (7,148,664) | |||||||
Total stockholders' deficit | (6,542,777) | |||||||
Total liabilities and stockholders' equity | $ 9,288,635 |
Restatement (Details 1)
Restatement (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 54 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2015 | |
Depreciation and amortization expense | $ 221,663 | $ 15,357 | $ 256,744 | $ 15,357 | $ 335,315 | ||||||
Loss from operations | (1,149,712) | (366,985) | (2,136,984) | (366,985) | (7,162,049) | ||||||
Loss before income tax | (1,160,237) | (366,977) | (2,147,498) | (366,977) | (7,148,664) | ||||||
Net Loss | (1,160,237) | (366,977) | $ (21) | (2,147,498) | (366,977) | $ (14,690) | $ (4,791,342) | $ (33,572) | $ (12,606) | (7,148,664) | |
Comprehensive loss | $ (1,110,842) | $ (359,090) | $ (1,955,754) | $ (359,090) | (6,903,991) | ||||||
Basic and diluted loss per common share | $ (0.01) | $ 0 | $ (0.01) | $ 0 | |||||||
As Previously Reported [Member] | |||||||||||
Depreciation and amortization expense | $ (52,113) | $ (87,194) | (165,765) | ||||||||
Loss from operations | (980,162) | (1,967,434) | (6,992,499) | ||||||||
Loss before income tax | (990,687) | (1,977,948) | (6,979,114) | ||||||||
Net Loss | (990,687) | (1,977,948) | (6,979,114) | ||||||||
Comprehensive loss | $ (941,292) | $ (1,786,204) | (6,734,441) | ||||||||
Basic and diluted loss per common share | $ 0 | $ (0.01) | |||||||||
As Restated [Member] | |||||||||||
Depreciation and amortization expense | $ (221,663) | $ (256,744) | (335,315) | ||||||||
Loss from operations | (1,149,712) | (2,136,984) | (7,162,049) | ||||||||
Loss before income tax | (1,160,237) | (2,147,498) | (7,148,664) | ||||||||
Net Loss | (1,160,237) | (2,147,498) | (7,148,664) | ||||||||
Comprehensive loss | $ (1,110,842) | $ (1,955,754) | $ (6,903,991) | ||||||||
Basic and diluted loss per common share | $ (0.01) | $ (0.01) |
Restatement (Details 2)
Restatement (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 54 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
Depreciation and amortization expense | $ 221,663 | $ 15,357 | $ 256,744 | $ 15,357 | $ 335,315 |
As Previously Reported [Member] | |||||
Depreciation and amortization expense | (52,113) | (87,194) | (165,765) | ||
As Restated [Member] | |||||
Depreciation and amortization expense | $ (221,663) | $ (256,744) | $ (335,315) |
Restatement (Details Textual)
Restatement (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Jan. 30, 2015 | |
Restatement (Textual) | |||
Goodwill | $ 6,782,000 | ||
Increase in amortization of intangible assets | $ 169,550 | $ 169,550 | |
Intellectual Property [Member] | |||
Restatement (Textual) | |||
Business acquisition transaction costs | $ 6,782,000 | $ 6,782,000 |
Summary of Principal Accounti36
Summary of Principal Accounting Policies (Details) | 6 Months Ended |
Mar. 31, 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 Accounti37
Summary of Principal Accounting Policies (Details Textual) | 6 Months Ended |
Mar. 31, 2015 | |
Summary of principal accounting policies (Textual) | |
Intangible assets estimated useful life | 3 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 |
Summary of Property and equipment | ||
Total property and equipment | $ 793,145 | $ 470,335 |
Less: Accumulated depreciation and amortization | (209,822) | (121,666) |
Total property and equipment, net | 583,323 | 348,669 |
Computers [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 547,518 | 213,600 |
Office equipment [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 34,288 | 68,623 |
Furniture and fixtures [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | 3,055 | 32,011 |
Leasehold Improvements [Member] | ||
Summary of Property and equipment | ||
Total property and equipment | $ 208,284 | $ 156,101 |
Property and Equipment, Net (39
Property and Equipment, Net (Details Textual) - USD ($) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property and equipment, net (Textual) | ||
Depreciation expenses | $ 87,194 | $ 15,357 |
Loans from Shareholders (Detail
Loans from Shareholders (Details) - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 |
Summary of Loans from shareholders | ||
Loans from shareholders | $ 4,738,198 | $ 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 | $ 4,738,198 | $ 4,018,861 |
Loans from Shareholders (Deta41
Loans from Shareholders (Details Textual) | Feb. 10, 2015USD ($) | Nov. 30, 2014USD ($) | Oct. 31, 2014USD ($) | Dec. 31, 2014 | Mar. 31, 2015 | Feb. 28, 2015USD ($) | Feb. 28, 2015MYR | Feb. 10, 2015HKD | Jan. 31, 2015USD ($) | Jan. 31, 2015MYR | Jan. 15, 2015USD ($) | Jan. 15, 2015HKD | Nov. 30, 2014CNY (¥) | Nov. 30, 2014MYR | Nov. 30, 2014HKD | Oct. 31, 2014CNY (¥) | Oct. 31, 2014MYR | Sep. 28, 2014USD ($) | Mar. 28, 2014USD ($) | Mar. 28, 2014CNY (¥) | Oct. 09, 2013USD ($) | Oct. 09, 2013CNY (¥) | Sep. 10, 2013USD ($) | Sep. 10, 2013CNY (¥) |
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan due and payable period | The loans are made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia are unsecured, interest free and will be due and payable in 12 months. | |||||||||||||||||||||||
MCL Shenzhen Loans [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 2,961,460 | |||||||||||||||||||||||
Rights under loan agreement | On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest. | On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). | ||||||||||||||||||||||
MCL HK Loan [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 64,506 | HKD 5,000,000 | ||||||||||||||||||||||
Ace Keen [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 1,548,157 | HKD 1,200,000 | $ 24,193 | ¥ 150,000 | ||||||||||||||||||||
Rights under loan agreement | On December 31, 2014, Ace Keen transfer the rights under loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). | |||||||||||||||||||||||
Bayi [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Rights under loan agreement | On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd ("Bayi"), an independent third party. | |||||||||||||||||||||||
Jet Key [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 162,118 | ¥ 1,000,000 | $ 162,118 | ¥ 10,000 | ||||||||||||||||||||
Moxian China Limited [Member] | MCL Shenzhen Loans [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 14,486 | $ 102,942 | $ 29,369 | MYR 122,370 | $ 404,646 | MYR 1,445,165 | ¥ 90,000 | ¥ 630,000 | ||||||||||||||||
Interest rate term | The term of such loan is twelve months and it bears no interest. | |||||||||||||||||||||||
Moxian China Limited [Member] | MCL Malaysia Loans [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | 6,605 | $ 34,032 | MYR 23,100 | MYR 118,800 | 2,020,221 | |||||||||||||||||||
Interest rate term | The term of such loan is twelve months and it bears no interest. | |||||||||||||||||||||||
Moxian China Limited [Member] | MCL HK Loan [Member] | ||||||||||||||||||||||||
Loans from shareholders (Textual) | ||||||||||||||||||||||||
Loan borrowed | $ 64,437 | HKD 500,000 | $ 908,048 | |||||||||||||||||||||
Interest rate term | The term of such loan is twelve months and it bears no interest. |
Loans From Third Parties (Detai
Loans From Third Parties (Details) - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 2,897,214 | $ 2,133,071 |
Within 1 month [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | ||
1 to 3 months [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | ||
More than 3 months but less than 12 months [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 2,897,214 | $ 2,133,071 |
Loans From Third Parties (Det43
Loans From Third Parties (Details Textual) | Feb. 10, 2015 | Dec. 31, 2014 |
Ace Keen [Member] | ||
Loans From Third Parties Textual [Abstract] | ||
Rights Under Loan Agreements Third Party | On December 31, 2014, Ace Keen transfer the rights under loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). | |
Bayi [Member] | ||
Loans From Third Parties Textual [Abstract] | ||
Rights Under Loan Agreements Third Party | On December 31, 2014, Jet Key transfer the rights under loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Bayi. Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest. | |
MCL Shenzhen Loans [Member] | ||
Loans From Third Parties Textual [Abstract] | ||
Rights Under Loan Agreements Third Party | On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest. | On December 31, 2014, MCL transfer the rights under loan agreement and Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Dec. 13, 2013 | Nov. 14, 2013 | Oct. 12, 2010 | Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2011 | Mar. 31, 2015 | Sep. 30, 2014 | |
Shareholders Equity (Textual) | ||||||||||||
Authorized capital shares | 6,000,000,000 | 425,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 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 | ||||||||||
Issue of common stock | $ 41,000 | |||||||||||
Additional paid in capital by founder | $ 2,950 | $ 169 | $ 2,950 | $ 2,950 | $ 2,146 | |||||||
Aggregate amount of common stock share issued | [1] | $ 198,300 | $ 198,300 | |||||||||
Common stock, forward stock split | Implement a 60-for-1 forward stock split of its issued and outstanding Common Stock (''Forward Split''). | |||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Shareholders Equity (Textual) | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock, shares issued | 186,000,000 | |||||||||||
Aggregate amount of common stock share issued | $ 264,500 | |||||||||||
Percentage of outstanding common stock | 93.80% | |||||||||||
Former Chief Executive Officer And Former Director [Member] | ||||||||||||
Shareholders Equity (Textual) | ||||||||||||
Common stock, shares issued | [1] | 186,000,000 | ||||||||||
Common stock issued for cash, Value | $ 100 | |||||||||||
Property valued | $ 3,169 | |||||||||||
Investor [Member] | ||||||||||||
Shareholders Equity (Textual) | ||||||||||||
Issue of common stock, shares | [1] | 12,300,000 | ||||||||||
Issue of common stock | $ 41,000 | |||||||||||
[1] | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Summary of computation of basic and diluted net income per common share | |||
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share | $ (2,147,498) | $ (366,977) | |
Weighted-average shares of common stock outstanding in computing net loss per common stock* | |||
Basic | [1] | 198,300,000 | 198,300,000 |
Dilutive shares - convertible promissory note | [1] | 5,188,000 | |
Anti-dilutive effect of convertible promissory note | [1] | (5,188,000) | |
Diluted | [1] | 198,300,000 | 198,300,000 |
Basic earnings per share | $ (0.01) | $ 0 | |
Diluted earnings per share | $ (0.01) | $ 0 | |
[1] | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 6 Months Ended |
Mar. 31, 2015 | |
Earnings per share (Textual) | |
Forward stock split description | The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income taxes (Textual) | ||
Hong Kong profits tax rate | 16.50% | 16.50% |
Statutory income tax rate, percentage | 25.00% | |
Unrecognized tax benefits | ||
Maximum [Member] | ||
Income taxes (Textual) | ||
Statutory income tax rate, percentage | 35.00% | |
Minimum [Member] | ||
Income taxes (Textual) | ||
Statutory income tax rate, percentage | 15.00% |
Acquisition (Details)
Acquisition (Details) | Mar. 31, 2015USD ($) |
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 |
Less: 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 1)
Acquisition (Details 1) - USD ($) | Mar. 31, 2015 | Jan. 30, 2015 |
Acquisition [Abstract] | ||
Goodwill | $ 2,600,315 | |
Accumulated impairment charges | $ (2,600,315) | |
Goodwill, Total | $ 6,782,000 |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 21, 2014 | Mar. 31, 2015 | Jan. 30, 2015 | |
Business Acquisition [Line Items] | |||
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 | ||
Equity interests percentage | 100.00% | ||
Asset acquisition estimated useful life | 3 years | ||
Moxian IP [Member] | |||
Business Acquisition [Line Items] | |||
Equity interests percentage | 100.00% | ||
Asset acquisition estimated useful life | 10 years | ||
Intellectual property rights Acquisition cost | $ 6,782,000 |
Intangible Assets (Details)
Intangible Assets (Details) - IP rights [Member] - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,782,000 | |
Accumulated Amortization | $ (169,550) |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Sep. 30, 2014USD ($) |
Intangible Assets [Abstract] | |
2,015 | $ 339,100 |
2,016 | 678,200 |
2,017 | 678,200 |
2,018 | 678,200 |
2019 and thereafter | $ 4,238,750 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | Mar. 31, 2015 | Sep. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 6,612,450 | |
IP rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 6,782,000 | |
Less: accumulated amortization | (169,550) | |
Net intangible assets | $ 6,612,450 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Intangible Assets [Abstract] | ||
Aggregate amortization expense | $ 169,550 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 21, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Convertible Promissory Note (Textual) | |||
Convertible promissory note, maturity date | Oct. 30, 2015 | ||
Conversion price | $ 1 | ||
Conversion terms | 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 ("Conversion Price"), if the volume weighted average price ("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 the Conversion Price. 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 expense | $ 12,792 | ||
Convertible promissory note, rate of interest | 1.00% | ||
Moxian Bvi [Member] | |||
Convertible Promissory Note (Textual) | |||
Convertible promissory note | $ 7,782,000 | ||
Acquired equity interests | 1,000,000 | ||
Moxian IP [Member] | |||
Convertible Promissory Note (Textual) | |||
Convertible promissory note | $ 7,782,000 |
Commitments and Contingencies56
Commitments and Contingencies (Details) | Mar. 31, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,016 | $ 242,590 |
2,017 | 106,453 |
2,018 | $ 54,653 |
Thereafter | |
Total minimum lease payments | $ 403,696 |
Commitments and Contingencies57
Commitments and Contingencies (Details Textual) - USD ($) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and contingencies (Textual) | ||
Rental expenses | $ 70,815 | $ 15,512 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 24, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Nov. 14, 2013 |
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Proceeds from Issuance of Common Stock | $ 49,365 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.001 | |||||
Sale of stock, number of shares issued in transaction | 8,169,000 | |||||
Sale of stock, price per share | $ 1 | |||||
Proceeds from Issuance of Common Stock | $ 8,169,000 | |||||
Purchase of warrant shares | 32,000,000 | |||||
Warrants exercise price | $ 2 | |||||
Warrants exercisable maturity date | Jul. 31, 2015 | |||||
Subsequent event, description | Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor 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 so long as the Investor exercises no less than 16,000,000 Warrant Shares. |