Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Feb. 06, 2015 | Mar. 31, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NuZee, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -21 | ||
Entity Common Stock, Shares Outstanding | 27,443,718 | ||
Entity Public Float | $0 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1527613 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | 30-Sep-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
NuZee_Inc_Consolidated_Balance
NuZee, Inc. - Consolidated Balance Sheet (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Current Assets | ||
Cash | $238,160 | $1,110,661 |
Accounts receivable | 5,205 | 13,195 |
Related party receivable | 139,661 | |
Inventories | 50,881 | 0 |
Prepaid expenses and deposits | 69,099 | 16,896 |
Total current assets | 363,345 | 1,280,413 |
Equipment, net | 33,368 | 8,663 |
Total Assets | 396,713 | 1,289,076 |
Current Liabilities | ||
Accounts payable | 43,384 | 55,822 |
Advances from Stockholders' | 50,000 | |
Other current liabilities | 8,180 | 9,563 |
Total Current Liabilities | 51,564 | 115,385 |
Stockholders' Equity | ||
Common stock; 100,000,000 shares authorized, $0.00001 par value; 30,599,719 and 37,957,790 shares issued and outstanding | 306 | 380 |
Additional paid in capital | 4,968,609 | 2,556,349 |
Accumulated deficit | -4,518,766 | -1,383,038 |
Less: treasury stock, at cost (2,736,000 shares repurchased, 0.03838 per share) | -105,000 | |
Total Stockholders' Equity | 345,149 | 1,173,691 |
Total Liabilities and Stockholders' Equity | $396,713 | $1,289,076 |
NuZee_Inc_Consolidated_Balance1
NuZee, Inc. - Consolidated Balance Sheet (Parentheticals) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Preferred stock; shares authorized | 100,000,000 | 100,000,000 |
Preferred stock; par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock; shares issued | 0 | 0 |
Preferred stock; shares outstanding | 0 | 0 |
Common stock; shares authorized | 100,000,000 | 100,000,000 |
Common stock; par value (in Dollars per share) | $0.00 | $0.00 |
Common stock; shares issued | 30,599,719 | 37,957,790 |
Common stock; shares outstanding | 30,599,719 | 37,957,790 |
Less: treasury stock, at cost (2,736,000 shares repurchased, 0.03838 per share) | 2,736,000 | 2,736,000 |
Less: treasury stock, at cost (2,736,000 shares repurchased, 0.03838 per share) (in Dollars per share) | $0.04 | $0.04 |
NeZee_Inc_Consolidated_Stateme
NeZee, Inc. - Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | $71,762 | $122,232 |
Cost of revenues | 59,005 | 155,254 |
Gross profit (loss) | 12,757 | -33,022 |
Operating expenses | 3,146,188 | 1,065,728 |
Loss from operations | -3,133,431 | -1,098,750 |
Other income | 216 | 770 |
Other expenses | 2,513 | |
Net loss | ($3,135,728) | ($1,097,980) |
Basic and diluted loss per common share (in Dollars per share) | ($0.10) | ($0.03) |
Basic and diluted weighted average number of common shares outstanding (in Shares) | 30,121,020 | 34,915,497 |
Nuzee_Inc_STATEMENTS_OF_CHANGE
Nuzee, Inc. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the period from September 30, 2013 to September 30, 2014 (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Net loss at Sep. 30, 2012 | ($1,097,980) | ($1,097,980) | |||
Balance at Sep. 30, 2012 | 304 | 347,103 | -285,058 | 62,349 | |
Balance (in Shares) | 37,957,790 | ||||
Common Stock issued for cash | 72 | 2,102,358 | 2,102,430 | ||
Common Stock issued for cash (in Shares) | 7,150,207 | ||||
Common stock issued for debt | 12 | 149,698 | 149,710 | ||
Common stock issued for debt (in Shares) | 1,247,583 | ||||
Reverse merger adjustment | 22 | -22 | |||
Reverse merger adjustment (in Shares) | 2,200,000 | ||||
Common stock cancelled | -30 | -42,788 | -42,818 | ||
Common stock cancelled (in Shares) | -3,040,000 | ||||
Net loss at Sep. 30, 2013 | -1,097,980 | -1,097,980 | |||
Balance at Sep. 30, 2013 | 380 | 2,556,349 | -1,383,038 | 1,173,691 | |
Balance (in Shares) | 30,599,719 | ||||
Common Stock repurchased | -105,000 | -105,000 | |||
Fair Value of non-employee stock warrant | 33,268 | 33,268 | |||
Fair Value of employee stock options | 1,503,762 | 1,503,762 | |||
Common Stock issued for cash | 16 | 964,801 | 964,817 | ||
Common Stock issued for cash (in Shares) | 1,608,029 | ||||
Common stock cancelled | -90 | -89,571 | -89,661 | ||
Common stock cancelled (in Shares) | -8,966,100 | 2,736,000 | |||
Net loss at Sep. 30, 2014 | -3,135,728 | -3,135,728 | |||
Balance at Sep. 30, 2014 | $306 | $4,968,609 | ($105,000) | ($4,518,766) | $345,149 |
NuZee_Inc_Consolidated_Stateme
NuZee, Inc. - Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating Activities: | ||
Net loss | ($3,135,728) | ($1,097,980) |
used by operating activities: | ||
Depreciation | 3,249 | 587 |
Option expense | 1,503,762 | |
Warrant expense | 33,268 | |
Provision for obsolete inventory | 61,481 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 7,990 | -13,195 |
Related Party Receivables | -139,661 | |
Inventories | -50,881 | 11,761 |
Prepaid expenses and deposits | -52,203 | -1,959 |
Accounts payable | -12,438 | -24,064 |
Other Current Liabilities | -1,383 | 2,552 |
Net cash used by operating activities | -1,704,364 | -1,200,478 |
Investing Activities: | ||
Purchase of equipment | -27,954 | -6,775 |
Net cash used by investing activities | -27,954 | -6,775 |
Financing Activities: | ||
Advances from Stockholders | 50,000 | |
Proceeds from issuance of common stock | 964,817 | 2,102,430 |
Purchase of treasury stock | -105,000 | |
Net cash provided by financing activities | 859,817 | 2,152,430 |
Net change in cash | -872,501 | 945,177 |
Cash, beginning of period | 1,110,661 | 165,484 |
Cash, end of period | 238,160 | 1,110,661 |
Non Cash Investing and Financing Activities: | ||
Common Stock issued for conversions of advance from stockholder | 149,710 | |
Forgiveness of related party receivable | 139,661 | |
Forgiveness of debt | -50,000 | |
Cancellation of common stocks | ($89,661) | ($42,818) |
1_ORGANIZATION
1. ORGANIZATION | 12 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION |
Nuzee, Inc. (the “Company”) was incorporated on November 9, 2011 in Nevada. The Company is a start-up organization which markets and distributes consumer products primarily in the beverage segment. Additionally, while the Company primarily intends to purchase its proprietary products and resell, the Company may also engage in contract manufacturing where the Company purchases raw materials and retains a contract converter to process the raw materials into finished products for resale. |
2_BASIS_OF_PRESENTATION_AND_SU
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all the notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation of the financial statements have been included. | |
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. | |
Going Concern and Capital Resources | |
Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues. During the fiscal year ended September 30, 2014, the Company began researching and investigating the viability of a new product platform for functional beverages. | |
As of September 30, 2014 the Company had cash (operating capital) of $311,781 and had no long-term debt. The Company has not attained profitable operations since inception. The Company expects to spend between $1 million-$2 million in expenses over the next 12 months. Current cash balance as of September 30, 2014 is not sufficient to fund operations for the next twelve months. Therefore, the Company intends to engage in additional financing through the sale of equity securities. | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses and has no recurring revenues. These items raise substantial doubts about the Company’s ability to continue as a going concern. | |
Use of Estimates | |
In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments include cash, accounts payable, and accrued liabilities. The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments. | |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2014. | |
Accounts Receivable | |
Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. There have been no write-offs during the various periods being reported on. | |
Revenue Recognition | |
The Company will recognize revenue only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the products are delivered and collectability of the resulting receivable is reasonably assured. | |
Cost Recognition | |
Cost of products sold is primarily comprised of direct materials consumed in the manufacturing of primary coffee blender products. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs and other shipping and handling activity. | |
Selling, General and Administrative Expense | |
Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, research and development costs, administrative and other indirect overhead costs, depreciation expense and other miscellaneous operating items. Due to researching and investigating the viability of a new product platform for functional beverages, the Company incurred large marketing expenses, research and development costs and related legal and professional expenses in the 2014 fiscal year. Personnel expenses, occupying a majority portion of SG&A, were 2,933,476 for the year ended September 30, 2014. | |
Cash Flow Presentation | |
The Statement of Cash Flows is prepared using the indirect method, which reconciles net loss to cash flow from operating activities. The reconciliation adjustments include the removal of timing differences between the occurrence of operating receipts and payments and their recognition in net loss. The adjustments also remove cash flows arising from investing and financing activities, which are presented separately from operating activities. | |
Inventory | |
Inventory, consisting principally of products held for resale, is stated at the lower of cost or market, using the weighted average cost method or net realizable value. The Company review inventory levels at least annual and records a valuation allowance when appropriate. At September 30, 2014 and 2013 the Company concluded there was impairment of $0 and $61,481 to the carrying value of the inventory of $50, 881 and $0 respectively, the amount reflected on the balance sheet is net of this adjustment. | |
Property, Plant and Equipment | |
Equipment is stated at cost. The Company depreciates equipment on a straight line basis. Office equipment is depreciated over a 3 year life, furniture over a 7 year life, and other assets over a 7 year life. Depreciation expense for the years ended September 30, 2014 and 2013 was $3,249 and $587, respectively. Repair and maintenance costs are expensed as incurred. | |
Samples | |
The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are shipped. | |
Long-Lived Assets | |
In accordance with Financial Accounting Standards Board ( “ FASB ” ) Accounting Standards Codification ( “ ASC ” ) 360, Property, Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. | |
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. No impairment losses were recognized for the years ended September 30, 2014 and 2013. | |
Income Taxes | |
In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of September 30, 2014 and 2013. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Related parties | |
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. | |
Recent Accounting Pronouncements | |
The Company has limited operations and is considered to be in the development stage. In the year ended September 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. | |
The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. | |
Stock-based Compensation | |
The Company accounts for equity instruments issued to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. |
3_RELATED_PARTY_TRANSACTIONS
3. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 3. RELATED PARTY TRANSACTIONS |
During October 2013, the Company entered into a Compromise Agreement with the Company’s majority shareholder to settle the related party receivable. In consideration of the compromises contained in the agreement the Company’s majority shareholder agreed to forgive a note in the amount of $50,000, cancel 8,966,100 of common stock, and the Company forgave the related party receivable of $139,661. |
4_INTELLECTUAL_PROPERTY
4. INTELLECTUAL PROPERTY | 9 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 4. INTELLECTUAL PROPERTY |
The Company has been granted licenses to use the trademarks CEREBOOST and SVETOL in Company materials and on product packaging. Pursuant to the Trademark License Agreements dated October 11, 2013, the agreement may be terminated by either party, without cause, upon 30 days written notice. Additionally, if the Company fails to purchase the annual minimum amount (500 kg) of product from the licensor for any 12 month period, the licensor may terminate the Company’s license upon 15 days written notice. The Company was not in compliance with the Trademark License Agreements as of September 30, 2014. |
5_COMMON_STOCK
5. COMMON STOCK | 12 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 5. COMMON STOCK |
During October 2013, the Company cancelled 8,966,100 shares of common stock. | |
During March 2014, the Company sold 653,667 shares at $0.60 per share, for an aggregate purchase price of $392,200. | |
During April to June 2014, the Company sold 400,000 shares at $0.60 per share, for an aggregate purchase price of $240,020. | |
During July through September 2014, the Company sold 554,362 shares at $0.60 per share, for an aggregate purchase price of $332,597. | |
During September 2014, the Company repurchased 2,736,000 shares at an average cost of $0.03838 per share. |
6_STOCK_OPTIONS
6. STOCK OPTIONS | 12 Months Ended |
Sep. 30, 2014 | |
Table Text Block Supplement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 6. STOCK OPTIONS |
During October 2013 the Company granted 3,471,665 options to employee. The right to exercise these options shall vest and become 25% exercisable on the first anniversary of when granted, with the exception that 100% of options issued to one employee vested immediately. The remaining options shall vest and become exercisable ratably over the next 36 months, with the exception that options issued to 2 employees shall vest and become exercisable over 18 months and option issued to one employee shall vest and become exercisable as of the effective date of the Option Agreement. The exercise price is $0.48 per share and will expire ten years from the grant date, unless terminated earlier as provided by the Option Agreements. | |
The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions noted as follows: expected volatility was based on historical trading in the company's stock. The expected term of options granted was determined using the simplified method under SAB 107 and represents one-half the exercise period. The risk-free rate is calculated using the U.S. Treasury yield curve, and is based on the expected term of the option. The Company has estimated there will be no forfeitures. | |
The Black-Scholes option pricing model was used with the following weighted average assumptions for options granted during the twelve months ended September 30, 2014: | |
Risk-free interest rate 1% - 2% | |
Expected option life 5 – 6 years | |
Expected volatility 300% | |
Expected dividend yield 0.0% | |
As of September 30, 2014, 2,929,652 options are exercisable and the Company recognized $1,503,762 of stock options expenses during the year ended September 30, 2014. $56,368 of stock options expenses will be recognized ratably over the next 33 months. | |
On August 19, 2014, Craig Hagopian tendered his resignation as the Company’s Director, President and CEO and Satoru Yukie tendered his resignation as the Company’s Director, CFO, COO, Treasurer and Secretary. Upon their resignation, 2,715,277 stock options granted to them fully vested and 118,056 options will continue to vest in future periods until October 23, 2014; no options were forfeited.. |
7_STOCK_WARRANTS
7. STOCK WARRANTS | 12 Months Ended |
Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 7. STOCK WARRANTS |
During April 2014, the Company granted 100,000 warrants to advisors for services. The right to exercise these warrants shall vest in equal eight quarterly installments over the twenty-four (24) months following the date their vesting begins, subject to their continued engagement as a service provider though each such date. The exercise price equal to the current fair market value per share on the date of grant and will expire ten years from the grant date, unless terminated earlier as provided by the Warrant Agreements. | |
The Black-Scholes warrant pricing model was used with the following weighted average assumptions for options granted during the twelve months ended September 30, 2014: | |
Risk-free interest rate 2.53% | |
Expected life 10 years | |
Expected volatility 300% | |
Expected dividend yield 0.0% | |
At September 30, 2014, 25,000 warrants are exercisable and the Company recognized $33,268 of warrant expenses during the twelve months ended September 30, 2014. |
8_INCOME_TAX
8. INCOME TAX | 12 Months Ended | ||
Sep. 30, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Income Tax Disclosure [Text Block] | 8. INCOME TAX | ||
As of September 30, 2014 and September 30, 2013, there were no differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years' income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets. Net operating loss carry forward is $4,518,766 and $1,383,038 as of September 30, 2014 and 2013 and will begin expiring in 2032. | |||
Deferred tax assets consisted of the following as of September 30, 2014 and 2013: | |||
2014 | 2013 | ||
Net Operating Losses | 1,581,568 | 484,063 | |
Valuation Allowance | -1,581,568 | -484,063 | |
9_SUBSEQUENT_EVENTS
9. SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS |
During November 2014 to January 2015, the Company sold 740,000 shares at an average cost of $0.30973 per share, for an aggregate purchase price of $229,200. | |
During January 2015, the Company cancelled 1,160,000 shares of common stock. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ||
Consolidation, Policy [Policy Text Block] | The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all the notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation of the financial statements have been included. | |
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. | ||
Going Concern Note | Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has generated limited revenues from its principal operations, and there is no assurance of future revenues. During the fiscal year ended September 30, 2014, the Company began researching and investigating the viability of a new product platform for functional beverages.As of September 30, 2014 the Company had cash (operating capital) of $311,781 and had no long-term debt. The Company has not attained profitable operations since inception. The Company expects to spend between $1 million-$2 million in expenses over the next 12 months. Current cash balance as of September 30, 2014 is not sufficient to fund operations for the next twelve months. Therefore, the Company intends to engage in additional financing through the sale of equity securities.The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses and has no recurring revenues. | |
Use of Estimates, Policy [Policy Text Block] | In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The Company’s financial instruments include cash, accounts payable, and accrued liabilities. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | The Company considers all highly-liquid investments with original maturities of three months or less when purchased to be cash equivalents. | |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. | |
Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block] | The Company will recognize revenue only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the products are delivered and collectability of the resulting receivable is reasonably assured. | |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, research and development costs, administrative and other indirect overhead costs, depreciation expense and other miscellaneous operating items. Due to researching and investigating the viability of a new product platform for functional beverages, the Company incurred large marketing expenses, research and development costs and related legal and professional expenses in the 2014 fiscal year. | |
Inventory, Cash Flow Policy [Policy Text Block] | The Statement of Cash Flows is prepared using the indirect method, which reconciles net loss to cash flow from operating activities. The reconciliation adjustments include the removal of timing differences between the occurrence of operating receipts and payments and their recognition in net loss. | |
Inventory, Policy [Policy Text Block] | Inventory, consisting principally of products held for resale, is stated at the lower of cost or market, using the weighted average cost method or net realizable value. The Company review inventory levels at least annual and records a valuation allowance when appropriate. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment is stated at cost. The Company depreciates equipment on a straight line basis. Office equipment is depreciated over a 3 year life, furniture over a 7 year life, and other assets over a 7 year life. Depreciation expense for the years ended September 30, 2014 and 2013 was $3,249 and $587, respectively. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | In accordance with Financial Accounting Standards Board ( “ FASB ” ) Accounting Standards Codification ( “ ASC ” ) 360, Property, Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. | |
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | ||
Income Tax, Policy [Policy Text Block] | In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. | ||
Concentration Risk Disclosure [Text Block] | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. | |
New Accounting Pronouncements, Policy [Policy Text Block] | The Company has limited operations and is considered to be in the development stage. In the year ended September 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company accounts for equity instruments issued to employees in accordance with ASC 718 “Stock Compensation”. |
8_INCOME_TAX_Tables
8. INCOME TAX (Tables) | 12 Months Ended | ||
Sep. 30, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |
Net Operating Losses | 1,581,568 | 484,063 | |
Valuation Allowance | -1,581,568 | -484,063 |
2_BASIS_OF_PRESENTATION_AND_SU1
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ||
Increase (Decrease) in Operating Capital | $311,781 | |
Selling, General and Administrative Expense | 2,933,476 | |
Asset Impairment Charges | 0 | 61,481 |
Inventory, Net | 50,881 | 0 |
Depreciation, Depletion and Amortization | $3,249 | $587 |
3_RELATED_PARTY_TRANSACTIONS_D
3. RELATED PARTY TRANSACTIONS (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ||
Debt Instrument, Decrease, Forgiveness | $50,000 | ($50,000) |
RelatedPartyDebtForgivenessinShares (in Shares) | 8,966,100 | |
RelatedPartyDebtForgiveness | $139,661 |
5_COMMON_STOCK_Details
5. COMMON STOCK (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 15, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2015 | Oct. 31, 2013 | |
5. COMMON STOCK (Details) [Line Items] | ||||||
CancellationOfCommonStock | 1,160,000 | 8,966,100 | ||||
Stock Issued During Period, Shares, New Issues | 653,667 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $0.60 | $0.31 | ||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $332,597 | $392,200 | $240,020 | |||
Development Stage Entities, Stock Issued, Shares, Issued for Cash | 554,362 | |||||
Stock Repurchased During Period, Shares | 2,736,000 | |||||
Accelerated Share Repurchases, Final Price Paid Per Share (in Dollars per share) | $0.04 | |||||
IssuedAt0.22PerShare | ||||||
5. COMMON STOCK (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 400,000 | |||||
IssuedAt0.48PerShare | ||||||
5. COMMON STOCK (Details) [Line Items] | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $0.60 | |||||
IssuedAt0.12PerShare | ||||||
5. COMMON STOCK (Details) [Line Items] | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $0.60 |
6_STOCK_OPTIONS_Details
6. STOCK OPTIONS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Aug. 19, 2014 | Sep. 30, 2014 | Oct. 31, 2013 | Oct. 23, 2014 | Sep. 30, 2014 | |
Table Text Block Supplement [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,471,665 | ||||
Investment Options, Exercise Price (in Dollars per share) | $0.48 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,715,277 | 2,929,652 | 118,056 | ||
Allocated Share-based Compensation Expense (in Dollars) | $1,503,762 | $56,368 |
7_STOCK_WARRANTS_Details
7. STOCK WARRANTS (Details) | 9 Months Ended | 120 Months Ended | 127 Months Ended | 132 Months Ended | |
Jun. 30, 2014 | Apr. 30, 2024 | Apr. 30, 2024 | Sep. 30, 2024 | Apr. 29, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Class of Warrant or Right, Outstanding (in Shares) | 25,000 | 25,000 | 100,000 | ||
Fair Value Assumptions, Risk Free Interest Rate | 2.53% | ||||
Fair Value Assumptions, Expected Term | 10 years | ||||
Fair Value Assumptions, Expected Volatility Rate | 300.00% | ||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||
Class of Warrant or Right, Expense or Revenue Recognized | $33,268 |
8_INCOME_TAX_Details
8. INCOME TAX (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% | |
Deferred Tax Assets, Net of Valuation Allowance | $4,518,766 | $1,383,038 |
8_INCOME_TAX_Details_Deferred_
8. INCOME TAX (Details) - Deferred tax assets consisted of the following as of September 30, 2014 and 2013: (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Deferred tax assets consisted of the following as of September 30, 2014 and 2013: [Abstract] | ||
Net Operating Losses | $1,581,568 | $484,063 |
Valuation Allowance | ($1,581,568) | ($484,063) |
9_SUBSEQUENT_EVENTS_Details
9. SUBSEQUENT EVENTS (Details) (USD $) | Jan. 31, 2015 | Sep. 30, 2014 | Mar. 15, 2014 | Oct. 31, 2013 | Sep. 30, 2013 |
Subsequent Events [Abstract] | |||||
Common Stock, Shares, Issued | 740,000 | 30,599,719 | 37,957,790 | ||
Shares Issued, Price Per Share (in Dollars per share) | $0.31 | $0.60 | |||
Common Stock, Value, Issued (in Dollars) | $229,200 | $306 | $380 | ||
CancellationOfCommonStock | 1,160,000 | 8,966,100 |
Uncategorized_Items
Uncategorized Items | |
[us-gaap_SharesIssued] | 30,400,000 |