Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | EMS FIND, INC. | |
Entity Central Index Key | 1,520,118 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,136,715 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Current Assets | ||
Cash | $ 12,360 | $ 45,843 |
Other receivable | 566 | |
Total Current Assets | $ 12,926 | $ 45,843 |
Other Assets | ||
Fixed assets, net | 1,353 | |
Fixed assets held for sale, net | $ 4,870 | $ 27,080 |
Deposits | 700 | |
Total other assets | 5,570 | $ 28,433 |
Total assets | $ 18,496 | 74,276 |
Current liabilities | ||
Notes Payable | $ 31,222 | |
Convertible notes payable, net of discounts | $ 144,364 | |
Accounts payable | 6,834 | $ 20,545 |
Due to related party | 81,364 | $ 129,015 |
Accrued expenses | 12,598 | |
Derivative liability | 227,411 | |
Total current liabilities | 472,571 | $ 180,782 |
Total liabilities | 472,571 | 180,782 |
Stockholders' deficit | ||
Series A preferred stock, $0.001 par value, (20,000,000 shares authorized 500,000 and 1,000,000 shares issued and outstanding as of March 31, 2016 and June 30, 2015, respectively) | 500 | 1,000 |
Common stock, $0.001 par value, (100,000,000 shares authorized 29,076,715 and 28,364,535 shares issued, issuable and outstanding as of March 31, 2016 and June 30, 2015, respectively) | 29,077 | 28,485 |
Additional paid-in capital | 2,901,774 | (6,817) |
Accumulated deficit | (3,385,426) | (129,174) |
Total stockholders' deficit | (454,075) | (106,506) |
Total liabilities and stockholders' deficit | $ 18,496 | $ 74,276 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,076,715 | 28,364,535 |
Common stock, shares outstanding | 29,076,715 | 28,364,535 |
Series A Preferred Stock | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 500,000 | 1,000,000 |
Preferred stock, shares outstanding | 500,000 | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||||
Gross sales | ||||
Cost of goods sold | ||||
Gross profit | ||||
General and administrative expenses | ||||
Consulting fees | $ 12,768 | $ 64,984 | $ 105 | |
Professional fees | 9,385 | $ 20,311 | 50,934 | $ 20,311 |
Executive compensation | 2,491 | 49,307 | ||
Stock-based compensation | 2,342,097 | 2,666,081 | ||
Research & Development | 13,942 | 119,303 | ||
Payroll Expense | 6,447 | 54,542 | ||
General & administrative | 33,247 | 75,978 | $ 12,388 | |
Rent | 2,100 | 7,400 | $ 3,000 | |
Depreciation and amortization | 46 | 140 | ||
Total general and administrative expenses | 2,422,523 | $ 20,311 | 3,088,669 | $ 35,804 |
Loss from operations | (2,422,523) | $ (20,311) | (3,088,669) | $ (35,804) |
Other income (expense) | ||||
BCF expense | (34,443) | (47,328) | ||
OID expense | (9,324) | (14,344) | ||
Change in FV of embedded conversion options | 11,532 | (75,142) | ||
Loss on sale of fixed assets | (22,855) | (22,855) | ||
Interest expense | (4,986) | (7,914) | ||
Total other income (expense) | $ (60,076) | $ (167,583) | ||
Discontinued Operations | ||||
Income from discontinued operations | $ (35,778) | $ (3,743) | ||
Total Discontinued Operations | (35,778) | (3,743) | ||
Net loss | $ (2,482,599) | $ (56,089) | $ (3,256,252) | $ (39,547) |
Basic and diluted income (loss) per share - income from continuing operations | $ (0.09) | $ (0.11) | ||
Basic and diluted earnings (loss) per share - discontinued operations | ||||
Weighted average number of common shares outstanding | 29,076,715 | 28,334,535 | 28,939,010 | 28,334,535 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (3,256,252) | $ (39,547) |
Adjustments to reconcile net income (loss) to net cash used in operations: | ||
Depreciation and amortization expense | 140 | |
Stock-based compensation | 2,666,081 | |
BCF expense | 47,328 | |
OID expense | 14,344 | |
Change in FV of embedded conversion options | 75,142 | |
Loss on sale of fixed assets | 22,855 | |
Financing fees related to notes payable | $ 12,000 | |
Discontinued operations | $ 4,743 | |
Changes in assets and liabilities: | ||
Accounts receivable | ||
Prepaid expenses | ||
Deposits | $ (700) | |
Accounts payable | (13,712) | $ 6,203 |
Due to related party | (47,651) | |
Accrued expenses | 12,598 | |
Net cash used in operating activities | (467,827) | $ (28,601) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | $ 55,000 | 84,535 |
Repayment of notes payable | $ (55,934) | |
Proceeds from related party | $ 178,844 | |
Proceeds received from notes payable | $ 200,500 | |
Distribution | ||
Net cash provided by financing activities | $ 434,344 | $ 28,601 |
Net increase (decrease) in cash | (33,483) | |
Cash at beginning of year | 45,843 | |
Cash at end of year | $ 12,360 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities | ||
Shares issuance for notes | $ 260,480 | |
Issuance of common stock for related party payable | 210,000 | |
Derivative liability | 227,411 | |
Cancellation of preferred stock | $ (500) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization EMS Find, Inc. (the "Company," "we," "our," or "EMS Find") was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014, the Company authorized a forward split (the "Forward Split") of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from five million six hundred fifty thousand (5,650,000) common shares prior to the Forward Split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the Forward Split. Fractional shares were rounded upward. On March 10, 2015, the Company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A Preferred Stock (the "Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the "Certificate of Amendment") with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to "EMS Find, Inc.," and (ii) changed its symbol to "EMSF." On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS Factory's technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS factory. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS Factory by the EMS Find has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. On October 21, 2015, the Company formed Viva Entertainment Group, Inc. ("Viva Entertainment," a Delaware corporation, as a wholly-owned subsidiary. The Company was formed to manage the development and marketing of it's over the top ("IPTV/OTT") application for connected TVs, desktop computers, tablets and smart phones. The IPTV/OTT streamlining platform is designed to be used in homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis. On April 6, 2016, the Company sold Viva Entertainment to Black River Petroleum Corp. ("Black River," see Note 8). Basis of Presentation The accompanying unaudited consolidated financial statements of EMS Find, Inc. and its wholly-owned subsidiaries, EMS Factory, Inc. and Viva Entertainment, have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended March 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2016. All intercompany balances and transactions have been eliminated. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company's Form 10-K for the year ended June 30, 2015 filed on September 29, 2015 and Management's Discussion and Analysis of Financial Condition and Results of Operations. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc., for the presentation in this filing. Nature of Business The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. Principles of Consolidation The consolidated financial statements include the accounts of EMS Find and its wholly-owned subsidiaries, EMS Factory and Viva Entertainment. All significant inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $12,360 and $45,843 as of March 31, 2016 and June 30, 2015 respectively. Revenue Recognition Our revenue is derived from the service revenue from ambulance transportation services. The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. Property and Equipment Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Net Earnings (Loss) Per Share In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share consist of convertible notes convertible into 928,402 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 4). Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. Recent Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 2 - PROPERTY AND EQUIPMENT | At March 31, 2016 and June 30, 2015, equipment consisted of the following: March 31, June 30, 2016 2015 Furniture and Equipment $ - $ 1,400 Less: Accumulated depreciation - (47 ) Total equipment, net $ - $ 1,353 Depreciation and amortization expense for the nine months ended March 31, 2016 and June 30, 2015 was $140 and $47 respectively. Assets held for Sale March 31, June 30, 2016 2015 Assets held for sale $ 13,246 $ 47,555 Less: Accumulated depreciation (8,376 ) (20,475 ) Total equipment, net $ 4,870 $ 27,080 Depreciation and amortization expense for the nine months ended March 31, 2016 and March 31, 2015 was $140 and $0 respectively. After the merger in March 2015, the Company discontinued all of its ambulance services. The Company wrote down $8,200 as of June 30, 2015 for its assets held for sale and took a loss of $13,097 on a sale of three of its vehicles it used for its medical transportation business. On March 28, 2016, the Company sold various assets valued at $35,521, net of accumulated depreciation, for $23,422. With the fees associated with the sale, the Company recorded a loss on the sale of $22,855. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 3 - RELATED PARTY TRANSACTIONS | The Company paid for health insurance and various expenses on Mr. Rubakh's behalf of $49,307 and $17,513 during the nine months ended March 31, 2016 and the year ended June 30, 2015 respectively. In April 2015, the Company entered a month to month lease agreement for an office space for $1,250 per month owned by a relative. The lease was terminated on August 30, 2015. For the nine months ended March 31, 2016, the Company authorized the issuance of 180,000 shares of common stock as part of Mr. Rubakh's compensation package. See Note 5. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo, a director of the Company for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. As of March 31, 2016, the shares remained issuable. On October 28, 2015, Viva Entertainment, a subsidiary of the Company, entered into an employment agreement with Johnny Falcones, for the period October 28, 2015 through December 31, 2018. Mr. Falcones was compensated in 2016 with warrants to purchase 3,000,000 shares of common stock of the Company, with an exercise price of $0.74. Additionally, Mr. Falcones would receive three year warrants to purchase up to 5% of the common stock of Viva Entertainment, at an exercise price of $0.50, which are exercisable in the event that Viva Entertainment is spun out of the Company. Furthermore, Mr. Falcones received 375,000 shares of common stock of the Company on a monthly basis, starting on February 1, 2016, for a period of four months, for an aggregate total of 1,500,000 shares of common stock of the Company. On April 6, 2016, as part of the sale of Viva Entertainment (see Notes 1 and 6), Mr. Falcones assigned to a third party his common stock purchase warrant for 3,000,000 shares of the Company's common stock, and his warrants for Viva Entertainment were cancelled and his employment agreement terminated. On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Steve Rubakh as a compensation incentive. The warrants mature on January 2, 2021. The exercise price is $0.74 and the warrant has a cashless exercise option. The common stock of the Company current price on the date of issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000. See Note 5. |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 4 - NOTES PAYABLE | Notes payable and convertible notes payable, all classified as current at March 31, 2016 and June 30, 2015, consist of the following: Notes and convertible notes, net of discounts March 31, 2016 June 30, 2015 Principal Original Principal, and Debt Issue net of Accrued Accrued Principal Discounts Discount Discounts Principal Interest Interest Green Construction $ - $ - $ - $ - $ 30,400 $ 822 $ 31,222 LG Capital Funding, LLC 125,000 (25,005 ) (10,502 ) 89,493 - - - LG Capital Funding, LLC 125,000 (57,475 ) (12,654 ) 54,871 - - - Total $ 250,000 $ (82,480 ) $ (23,156 ) $ 144,364 $ 30,400 $ 822 $ 31,222 On March 23, 2015, the Company issued a note to Green Construction for $30,400 with 10% interest per annum, as of June 30, 2015 the note had accrued interest of $822. The note was due on October 15, 2015. On July 30, 2015, the Company issued 26,885 to satisfy this debt. On October 22, 2015, the Company entered into a Securities Purchase Agreement ("Purchase Agreement"), dated as of October 22, 2015, with LG Capital Funding, LLC ("LG"), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the "Convertible Note"). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% original issue discount ("OID"), such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest, of such Convertible Note into shares of the Company's common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note is payable, along with interest thereon, on October 22, 2016. As of March 31, 2016, $4,411 of interest has been accrued. The convertible note has an OID of 15%, which was recorded at $18,750 of which $8,248 was amortized as of March 31, 2016. The Company recorded a debt discount of $44,643 which, as of March 31, 2016, $19,638 has been amortized. The Company has recorded a derivative liability of $156,853 as of March 31, 2016. On December 3, 2015, the Company issued the second convertible note to LG, as discussed, for $125,000. As of March 31, 2016, $3,260 of interest has been accrued. The Company has recorded an OID of 15%, which was recorded at $18,750 of which $6,096 was amortized as of March 31, 2016. The Company recorded a debt discount of $85,165 which, as of March 31, 2016, $27,690 has been amortized. The Company has recorded a derivative liability of $214,276 as of March 31, 2016. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 5 - STOCKHOLDERS' DEFICIT | Preferred Stock Series A Preferred Stock On March 10, 2015, the Company, with the approval of a majority vote of its Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A Preferred Stock (the "Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock and each Series A Preferred Stock share are not convertible into shares of our common stock. The Company has 1,000,000 shares of Series A Preferred Stock authorized. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory, Inc. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. Series B Preferred Stock On December 21, 2015, the Company filed a Certificate of Designation for its new Series B Convertible Preferred Stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred (500,000) Thousand shares of the Company's authorized preferred stock are designated as the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), par value of $0.001 per share and with a stated value of $0.001 per share (the "Stated Value"). Holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B Preferred Stock, each issued share of Series B Preferred Stock is convertible into One (100) Hundred shares of Common Stock ("Conversion Ratio"). The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as "converted basis", on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. If, at any time while any shares of Series B Preferred Stock remain outstanding ("Outstanding Shares"), the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Ratio will be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split. The Company has not issued any shares of the Series B Preferred Stock and is not a party to any agreement providing for the issuance of shares of Series B Preferred Stock. Common Stock On July 22, 2015, the Company issued 48,245 shares of common stock for a consulting contract with RB Milestone, Inc. for $55,000. On July 30, 2015, the Company issued 26,885 shares of common stock for debt converted of $31,465. The balance of $115 was forgiven. On August 6, 2015, the Company issued 17,606 shares of common stock for debt converted of $19,015. On August 6, 2015, the Company issued 194,444 shares of common stock for debt converted of $210,000. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo, a director of the Company for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. As of March 31, 2016, the shares remained issuable. For the nine months ended March 31, 2016, the Company authorized the issuance of 180,000 shares of common stock as part of Mr. Rubakh's compensation package. Warrants On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Steve Rubakh as a compensation incentive. The warrants mature on January 2, 2021. The exercise price is $0.74 and the warrant has a cashless exercise option. The common stock of the Company current price on the date of issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000. See Note 3. On January 2, 2016, the Company issued 3,000,000 warrants for common stock of Viva Entertainment to Johnny Falcones as a compensation incentive. The warrants mature on January 2, 2021. The exercise price is $0.74 and the warrant has a cashless exercise option. As part of the April 6, 2016 sale of Viva Entertainment (see Notes 1, 3 and 8), these warrants were cancelled effective the date of issuance, therefore there were no expenses recorded related to the issuance. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 6 - DISCONTINUED OPERATIONS | As of the second quarter of 2015, the subsidiary EMS Factory, Inc. discontinued operations which is reflected in the consolidated statements of income and consolidated statements of cash flows. Assets classified as held for sale are reported in the consolidated balance sheet. The Company will sell the remainder if the fixed assets and currently has no cost associated to the assets. The Company reported a loss of $0 and income of $32,035 during the period ending March 31, 2016 and March 31, 2015, respectively. Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations March 31, March 31, 2016 2015 Revenues $ - $ 125,773 Cost of sales - 83,003 General and administrative - 35,979 Depreciation & Amortization - 10,534 Asset write down - - Loss on disposal of Assets - - $ - $ (3,743 ) |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 7 - GOING CONCERN | The Company has not generated any revenues, has recurring net losses, a working capital deficiency as of March 31, 2016 of $459,645, and used cash in operations of $467,827 and $28,601 for the nine months ended March 31, 2016 and 2015, respectively. In addition, as of March 31, 2016, the Company had an accumulated deficit of $3,385,426. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
NOTE 8 - SUBSEQUENT EVENTS | On April 6, 2016, the Company sold Viva Entertainment to Black River, pursuant to a stock purchase agreement at the closing under which in exchange for sale of all of the outstanding shares of Viva Entertainment, Black River issued a 10% promissory note in the principal amount of $100,000, due September 30, 2016, which represents the purchase price paid by Black River to the Company for Viva Entertainment. The agreements with Mr. Falcones for the issuance of warrants for common stock of Viva Entertainment, the issuance of common stock of the Company, and his employment agreement with Viva Entertainment, were all terminated as part of the transaction. The cancellation negated any obligations the Company had to Mr. Falcones in 2016 except for the warrants for common stock of the Company (see Notes 3 and 5), which warrants were assigned to a third party by Mr. Falcones. As part of the employment agreement with Mr. Rubakh, for the months of April 2016 and May 2016, the Company has 60,000 shares of common stock of the Company to be issued to Mr. Rubakh. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Organization | EMS Find, Inc. (the "Company," "we," "our," or "EMS Find") was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014, the Company authorized a forward split (the "Forward Split") of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from five million six hundred fifty thousand (5,650,000) common shares prior to the Forward Split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the Forward Split. Fractional shares were rounded upward. On March 10, 2015, the Company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A Preferred Stock (the "Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the "Certificate of Amendment") with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to "EMS Find, Inc.," and (ii) changed its symbol to "EMSF." On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS Factory's technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS factory. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS Factory by the EMS Find has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. On October 21, 2015, the Company formed Viva Entertainment Group, Inc. ("Viva Entertainment," a Delaware corporation, as a wholly-owned subsidiary. The Company was formed to manage the development and marketing of it's over the top ("IPTV/OTT") application for connected TVs, desktop computers, tablets and smart phones. The IPTV/OTT streamlining platform is designed to be used in homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis. On April 6, 2016, the Company sold Viva Entertainment to Black River Petroleum Corp. ("Black River," see Note 8). |
Basis of Presentation | The accompanying unaudited consolidated financial statements of EMS Find, Inc. and its wholly-owned subsidiaries, EMS Factory, Inc. and Viva Entertainment, have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended March 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2016. All intercompany balances and transactions have been eliminated. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company's Form 10-K for the year ended June 30, 2015 filed on September 29, 2015 and Management's Discussion and Analysis of Financial Condition and Results of Operations. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc., for the presentation in this filing. |
Nature of Business | The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. |
Principles of Consolidation | The consolidated financial statements include the accounts of EMS Find and its wholly-owned subsidiaries, EMS Factory and Viva Entertainment. All significant inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $12,360 and $45,843 as of March 31, 2016 and June 30, 2015 respectively. |
Revenue Recognition | Our revenue is derived from the service revenue from ambulance transportation services. The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. |
Stock-Based Compensation | The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. |
Property and Equipment | Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. |
Impairment of Long-Lived Assets | The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Net Earnings (Loss) Per Share | In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share consist of convertible notes convertible into 928,402 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 4). |
Accounting for Derivatives | The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. |
Recent Pronouncements | On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property And Equipment Tables | |
Schedule of Property and Equipment | March 31, June 30, 2016 2015 Furniture and Equipment $ - $ 1,400 Less: Accumulated depreciation - (47 ) Total equipment, net $ - $ 1,353 |
Assets held for sale | March 31, June 30, 2016 2015 Assets held for sale $ 13,246 $ 47,555 Less: Accumulated depreciation (8,376 ) (20,475 ) Total equipment, net $ 4,870 $ 27,080 |
NOTES PAYABLE AND CONVERTIBLE16
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Payable And Convertible Notes Payable Net Of Discounts Tables | |
Notes and convertible notes, net of discounts | Notes payable and convertible notes payable, all classified as current at March 31, 2016 and June 30, 2015, consist of the following: Notes and convertible notes, net of discounts March 31, 2016 June 30, 2015 Principal Original Principal, and Debt Issue net of Accrued Accrued Principal Discounts Discount Discounts Principal Interest Interest Green Construction $ - $ - $ - $ - $ 30,400 $ 822 $ 31,222 LG Capital Funding, LLC 125,000 (25,005 ) (10,502 ) 89,493 - - - LG Capital Funding, LLC 125,000 (57,475 ) (12,654 ) 54,871 - - - Total $ 250,000 $ (82,480 ) $ (23,156 ) $ 144,364 $ 30,400 $ 822 $ 31,222 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations Tables | |
Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations | March 31, March 31, 2016 2015 Revenues $ - $ 125,773 Cost of sales - 83,003 General and administrative - 35,979 Depreciation & Amortization - 10,534 Asset write down - - Loss on disposal of Assets - - $ - $ (3,743 ) |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 |
Summary Of Significant Accounting Policies Details Narrative | ||||
Cash | $ 12,360 | $ 45,843 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Property And Equipment Details | ||
Furniture and Equipment | $ 1,400 | |
Less: Accumulated depreciation | (47) | |
Total equipment, net | $ 1,353 |
PROPERTY AND EQUIPMENT (Detai20
PROPERTY AND EQUIPMENT (Details 1) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Property And Equipment Details 1 | ||
Assets held for sale | $ 13,246 | $ 47,555 |
Less: Accumulated depreciation | (8,376) | (20,475) |
Total equipment, net | $ 4,870 | $ 27,080 |
PROPERTY AND EQUIPMENT (Detai21
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | |
Property And Equipment Details Narrative | |||||
Depreciation and amortization | $ 46 | $ 140 | $ 47 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Executive compensation | $ 2,491 | $ 49,307 | $ 17,513 | ||
Mr.Rubakh's [Member] | |||||
Executive compensation | $ 49,307 | ||||
Common stock, shares issued | 180,000 |
NOTES PAYABLE AND CONVERTIBLE23
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Principal | $ 250,000 | $ 30,400 |
Debt Discounts | (82,480) | |
Original Issue Discount | (23,156) | |
Principal, net of Discounts | $ 144,364 | |
Accrued Interest | $ 822 | |
Principal and Accrued Interest | 31,222 | |
Green Construction [Member] | ||
Principal | 30,400 | |
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts | ||
Accrued Interest | 822 | |
Principal and Accrued Interest | $ 31,222 | |
LG Capital Funding, LLC [Member] | ||
Principal | $ 125,000 | |
Debt Discounts | (25,005) | |
Original Issue Discount | (10,502) | |
Principal, net of Discounts | 89,493 | |
Accrued Interest | ||
Principal and Accrued Interest | ||
LG Capital Funding, LLC One [Member] | ||
Principal | 125,000 | |
Debt Discounts | (57,475) | |
Original Issue Discount | (12,654) | |
Principal, net of Discounts | $ 54,871 | |
Accrued Interest | ||
Principal and Accrued Interest |
NOTES PAYABLE AND CONVERTIBLE24
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Accrued interest | $ 822 | ||
Derivative liability | $ 227,411 | ||
October 22, 2015 [Member] | |||
Accrued interest | 4,411 | ||
Convertible note OID, amount | $ 18,750 | ||
Convertible note OID, percentage | 15.00% | ||
Convertible note amortized amount | $ 8,248 | ||
Debt discount | 44,643 | ||
Debt discount amortized | 19,638 | ||
Derivative liability | 156,853 | ||
December 3, 2015 [Member] | |||
Accrued interest | 3,260 | ||
Convertible note OID, amount | $ 18,750 | ||
Convertible note OID, percentage | 15.00% | ||
Convertible note amortized amount | $ 6,096 | ||
Debt discount | 85,165 | ||
Debt discount amortized | 27,690 | ||
Derivative liability | $ 214,276 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) | 9 Months Ended |
Mar. 31, 2016shares | |
Mr.Rubakh's [Member] | |
Common stock, shares issued | 180,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations Details | ||
Revenues | $ 125,773 | |
Cost of sales | 83,003 | |
General and administrative | 35,979 | |
Depreciation & Amortization | $ 10,534 | |
Asset write down | ||
Loss on disposal of Assets | ||
Profit and (Loss) from discontinued operations | $ (3,743) |
DISCONTINUED OPERATIONS (Deta27
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations Details Narrative | ||
Total Loss from Discontinued Operations | $ 0 | $ (32,035) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Going Concern Details Narrative | |||
Working capital deficiency | $ 459,645 | ||
Net cash used in operating activities | (467,827) | $ (28,601) | |
Accumulated deficit | $ (3,385,426) | $ (129,174) |