Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Jan. 14, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'American Laser Healthcare Corp | ' |
Document Type | '10-K | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001534099 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Common Stock, Shares Outstanding | ' | 9,349,500 |
Entity Public Float | $0 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | ||
Current Assets | ' | ' | ||
Cash | $30,915 | $71,824 | ||
Accounts receivable | 35,000 | ' | ||
Prepaid expense | 10,186 | 51,250 | ||
Inventory | 13,667 | ' | ||
Total current assets | 89,768 | 123,074 | ||
Machinery, equipment and furniture | 26,875 | ' | ||
Intangible assets | 14,000 | 15,000 | ||
Deposit | 9,002 | ' | ||
TOTAL ASSETS | 139,645 | 138,074 | ||
Current liabilities | ' | ' | ||
Accounts payable | 34,180 | 1,305 | ||
Accrued bonus | 95,000 | ' | ||
Accrued liabilities | 16,041 | 1,839 | ||
Promissory note payable | 200,000 | 126,000 | ||
Interest payable | 9,250 | 3,238 | ||
Common shares issuable | ' | 67,500 | ||
Total current liabilities | 354,471 | 199,882 | ||
Total liabilities | 354,471 | 199,882 | ||
Stockholders' equity (deficit) | ' | ' | ||
Common Stock | 1,860 | [1] | 1,790 | [1] |
Additional paid-in capital | 640,326 | 16,603 | ||
Accumulated (deficit) | -857,012 | -80,201 | ||
Total stockholders' (deficit) | -214,826 | -61,808 | ||
Total liabilities and stockholders' (deficit) equity | $139,645 | $138,074 | ||
[1] | All common shares amounts and per share amounts in these financial statements, reflect the one-for-ten reverse stock split of the issued and outstanding shares of common stock of the Company, effective April 11, and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 2013 including retroactive adjustment of common share amounts. |
Balance_Sheets_Parenthetical
Balance Sheets - Parenthetical (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Balance Sheets | ' | ' |
Accumulated depreciation | $5,899 | $0 |
Accumulated amortization | $1,000 | $0 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 9,299,500 | 8,950,000 |
Common Stock, Shares Outstanding | 9,299,500 | 8,950,000 |
Statements_of_Operations
Statements of Operations (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2012 | Sep. 30, 2013 | |||
Statements of Operations | ' | ' | ||
Sales | ' | $70,000 | ||
Cost of sales | ' | 25,180 | ||
Gross Profit | ' | 44,820 | ||
Operating expenses | -74,203 | -837,653 | ||
Loss from operations | -74,203 | -792,833 | ||
Other income (expense) | ' | ' | ||
Other income | ' | 23,518 | ||
Interest expense | -3,455 | -7,496 | ||
Total other income (expense) | ' | 16,022 | ||
Loss before income taxes | -77,658 | -776,811 | ||
Income taxes | 1,200 | ' | ||
Net (Loss) | ($78,858) | ($776,811) | ||
Loss per common share - basic and diluted | $0 | ($0.08) | ||
Weighted average number of common shares outstanding-basic and diluted | 6,538,005 | [1] | 9,165,974 | [1] |
[1] | All common shares amounts and per share amounts in these financial statements, reflect the one-for-ten reverse stock split of the issued and outstanding shares of common stock of the Company, effective April 11, and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 2013 including retroactive adjustment of common share amounts. |
Statement_of_Shareholders_Equi
Statement of Shareholders' Equity (USD $) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Value at Dec. 31, 2011 | $2,000 | $943 | ($1,343) | $1,600 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Shares at Dec. 31, 2011 | 10,000,000 | ' | ' | ' | |
Stock Redemption, Value | -1,950 | ' | ' | -1,950 | |
Stock Redemption, Shares | -9,750,000 | ' | ' | ' | |
Shares issued for cash, Value | 100 | 900 | ' | 1,000 | |
Shares issued for cash, Shares | 500,000 | ' | ' | ' | |
Common Stock issued for services, Value | ' | ' | ' | 1,400 | |
Shares issued for director fees, Value | [1] | 140 | 1,260 | ' | 1,400 |
Shares issued for director fees, Shares | [1] | 700,000 | ' | ' | ' |
Shares issued for asset purchase agreement, Value | [2] | 1,500 | 13,500 | ' | 15,000 |
Shares issued for asset purchase agreement, Shares | [2] | 7,500,000 | ' | ' | ' |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ' | ' | -78,858 | -78,858 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Value at Sep. 30, 2012 | 1,790 | 16,603 | -80,201 | -61,808 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Shares at Sep. 30, 2012 | 8,950,000 | ' | ' | ' | |
Shares issued from common shares issuable, Value | 14 | 67,486 | ' | 67,500 | |
Shares issued from common shares issuable, Shares | 67,500 | ' | ' | ' | |
Shares issued for promissory notes, Value | 5 | 25,995 | ' | 26,000 | |
Shares issued for promissory notes, Shares | 26,000 | ' | ' | ' | |
Costs associated with equity raised | ' | -1,750 | ' | -1,750 | |
Shares issued for cash, Value | 49 | 245,956 | ' | 246,005 | |
Shares issued for cash, Shares | 246,000 | ' | ' | ' | |
Common Stock issued for services, Value | 2 | 9,998 | ' | 10,000 | |
Common Stock issued for services, Shares | 10,000 | ' | ' | ' | |
Warrants issued for services | ' | 276,038 | ' | 276,038 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ' | ' | -776,811 | -776,811 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Value at Sep. 30, 2013 | $1,860 | $640,326 | ($857,012) | ($214,826) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Shares at Sep. 30, 2013 | 9,299,500 | ' | ' | ' | |
[1] | 3,500,000 shares issued to David Janisch as director fees, and 3,500,000 shares issued to James Djen as director fees | ||||
[2] | 75,000,000 shares to Macbeam Inc., Bia Mac, and Theresa Quach for a certain asset purchase agreement |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | 24 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net (Loss) | ($78,858) | ($776,811) | ($857,012) |
Adjustments to reconcile Net (Loss) to net cash provided (used) by operating activities | ' | ' | ' |
Common Stock issued for services, Value | 1,400 | 10,000 | ' |
Warrants issued for services | ' | 276,038 | ' |
Depreciation and amortization | ' | 6,899 | ' |
Change in operating assets and liabilities | ' | ' | ' |
Change in Accounts receivable | ' | -35,000 | ' |
Change in Prepaid expenses | -51,250 | 41,064 | ' |
Change in Inventory | ' | -42,447 | ' |
Deposits | ' | -9,002 | ' |
Change in Interest payable | 3,238 | 6,012 | ' |
Change in Accounts payable | 1,305 | 32,875 | ' |
Change in Accrued liabilities | 1,439 | 109,202 | ' |
Net cash used in operating activities | -122,726 | -381,170 | ' |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Purchase of equipment | ' | -3,994 | ' |
Net cash (used) in investing activities | ' | -3,994 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from issuance of promissory notes | 126,000 | 32,500 | ' |
Cash paid for Redemption of common stock | -1,950 | ' | ' |
Proceeds from issuance of common stock and stockholders' additional paid in capital | 68,500 | 311,755 | ' |
Net cash provided by financing activities | 192,550 | 344,255 | ' |
Net increase (decrease) in cash | 69,824 | -40,909 | ' |
Cash at beginning of period | 2,000 | 71,824 | ' |
Cash at end of period | 71,824 | 30,915 | 30,915 |
Supplemental disclosure of cash flow information | ' | ' | ' |
Cash paid for Interest | 0 | 0 | ' |
Cash paid for Taxes | 0 | 0 | ' |
Non-cash transactions: | ' | ' | ' |
Common stock issued for conversion of promissory notes payable | ' | 41,500 | ' |
Machinery and equipment transferred from inventories | ' | 28,780 | ' |
Acquisition of intangible assets with issuance of common stock | 15,000 | ' | ' |
Common Stock issued for services, Value | $1,400 | $10,000 | ' |
Note_1_Nature_of_Operations_an
Note 1: Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 1: Nature of Operations and Summary of Significant Accounting Policies | ' | ||
Note 1: Nature of Operations and Summary of Significant Accounting Policies | |||
Nature of Operations | |||
American Laser Healthcare Corporation, formerly known as Amberwood Acquisition Corporation, (“ALHC” or “the Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company intends to improve health and wellness by providing access to innovative diagnostics and treatment for patients with pain and other common medical conditions. The Company plans to do this by creating and managing a profitable medical device product development business coupled with a healthcare service business that provides a protocol and pathway for the adoption and implementation of Low Level Light Therapy (LLLT). | |||
The Company possesses a patent to an FDA cleared device with patented methodology, the MB-System, and insurance reimbursement codes to allow payment for unattended treatment. | |||
On August 1, 2012, the Company offered a Private Placement Offering Memorandum (PPM) of 1,000,000 shares of common stock at $1.00 per share for an aggregate of $1,000,000, and through September 30, 2013, has received $339,500 in stock subscriptions. | |||
Basis of Presentation | |||
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. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||
Concentration of Risk | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |||
Fair Value of Financial Instruments (other than Derivative Financial Instruments) | |||
The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventory ,prepaid expenses, accounts payable, accrued liabilities and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings. | |||
Income Taxes | |||
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. | |||
Inventories | |||
Inventories are stated at lower of cost or market value, and is determined using the first-in, first-out method (FIFO). All inventories consist of medical devices and accessories. | |||
Machinery, Equipment and Furniture | |||
Furniture, office equipment, machinery and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of 3 years of the assets. | |||
Loss per Common Share | |||
The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013 and 2012, there are no outstanding dilutive securities. | |||
Fair Value of Financial Instruments | |||
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which priorities the inputs in measuring fair value. The hierarchy priorities the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. | |||
These tiers include: | |||
Level 1: | defined as observable inputs such as quoted prices in active markets; | ||
Level 2: | defined as inputs other than quoted prices in active markets that is either directly or indirectly observable; and | ||
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||
Revenue Recognition | |||
The revenue is recognized when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered, and the customer takes ownership and assumes risk of loss; (3) the seller’s price to the buyer is fixed or determinable; and (4) collection is reasonably assured. The Company has generated $70,000 in revenues for the year ended September 30, 2013. | |||
Allowance for Doubtful Accounts. | |||
The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at September 30, 2013 and 2012. | |||
Share-Based Compensation | |||
The Company follows the provisions of ASC 718, Share-Based Payment, which requires all share-based payments to employees and non-employees to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of share-based compensation. |
Note_2_Going_Concern
Note 2: Going Concern | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2: Going Concern | ' |
Note 2: Going Concern | |
The Company has sustained a cumulative net loss and accumulated deficit of $857,012, since inception of the Company on September 21, 2011. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. | |
Management plans to raise additional funds for operations through a private placement that is ongoing and through September 30, 2013, the Company has raised $339,500, including $26,000 proceeds from conversion from two notes payable. The private placement is for up to $1,000,000. In addition, the Company has generated $70,000 revenue through the sales of LLLT machines. | |
These financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, or successfully locating and negotiating with a business entity for the combination of that target company with the Company. | |
There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Note_3_Recent_Accounting_Prono
Note 3: Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 3: Recent Accounting Pronouncements | ' |
Note 3: Recent Accounting Pronouncements | |
On April 22, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-07, "Presentation of Financial Statements (Topic 205): Liquation Basis of Accounting" which is effective for reporting periods beginning after December 15, 2013. | |
The amendments in the Update require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). | |
Management is currently analyzing the impact of adoption of ASU No. 2013-07 when it is effective in our next fiscal year. | |
We do not expect the adoption of other recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Note_4_Inventories
Note 4: Inventories | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 4: Inventories | ' |
Note 4: Inventories | |
As of September 30, 2013, the Company has finished goods in inventories of $13,207 for medical devices and of $460 in accessories for the medical devices. |
Note_5_Prepaid_Expenses
Note 5: Prepaid Expenses | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 5: Prepaid Expenses | ' |
Note 5: Prepaid Expenses | |
Prepaid expenses of $10,000 are for legal fees and $186 for insurance. |
Note_6_Machinery_and_Equipment
Note 6: Machinery and Equipment | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 6: Machinery and Equipment | ' |
Note 6: Machinery and Equipment | |
In April 2013, the Company transferred 10 units of medical devices and 4 units of attachments for the medical devices totaled approximately $28,780 from Inventory to Machinery and Equipment as demo units for marketing and sales purpose. Subsequently, one demo unit was given away for marketing purpose during the year and normal depreciation was recorded, thus at September 30, 2013, machinery and equipment totaled $26,875. |
Note_7_Intangible_Assets
Note 7: Intangible Assets | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 7: Intangible Assets | ' |
Note 7: Intangible Assets | |
The Company owns a patent with a book value at the acquisition date of $15,000. The patent was acquired in the period ending September 30, 2012 and has a remaining life of 15 years. |
Note_8_Research_and_Developmen
Note 8: Research and Development Expenses | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 8: Research and Development Expenses | ' |
Note 8: Research and Development Expenses | |
The Company incurred research and development expenses of $27,587 for the year ended September 30, 2013. These expenses consisted of engineering and software development costs in updating the MB Bioenergy Light Therapy System to a touch screen display model. |
Note_9_Stock_Issued
Note 9: Stock Issued | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 9: Stock Issued | ' |
Note 9: Stock Issuance | |
On October 25, 2012, the Company issued 67,500 common shares to the investors of the Private Placement Offering Memorandum for the $67,500 received prior to this issuance. | |
On October 25, 2012, the Company converted the two promissory notes payable in amounts of $16,000 and $10,000 to common shares through the offering of the Private Placement Offering Memorandum for 26,000 common shares at $1.00 per share. | |
On November 2, 2012, the Company issued 20,000 common shares at a price of $1.00 per share for a total of $20,000 through a Private Placement Offering. | |
On January 23, 2013, the Company issued 20,000 common shares at a price of $1.00 per share for a total of $20,000 through a Private Placement Offering. | |
On February 19, 2013, the Company issued 100,000 common shares at a price of $1.00 per share for a total of $100,000 through a Private Placement Offering. | |
On April 3, 2013, the Company issued 30,000 common shares at a price of $1.00 per share for a total of $30,000 through a Private Placement Offering. | |
On May 14, 2013, the Company received $5,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 5,000 common shares. | |
On June 12, 2013, the Company received $10,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 10,000 common shares. | |
On June 26, 2013, the Company received $10,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 10,000 common shares. | |
On July 1, 2013, the Company received $24,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 24,000 common shares. | |
On July 16, 2013, the Company received $12,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 12,000 common shares. | |
On July 23, 2013 common shares were issued at a price of $1.00 per share for a total of 10,000 common shares in exchange for $10,000 worth of consulting expenses. | |
On July 31, 2013, the Company received $10,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 10,000 common shares. | |
On September 6, 2013, the Company received $5,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 5,000 common shares. | |
On March 5, 2013, the Board of Directors approved a resolution to draft an employee stock option plan , subject to further discussion, review and implementation by the board. On September 20, 2013, the Board unanimously agreed to delay implementation of the stock option plan until the fiscal year ending September 30, 2014. |
Note_10_Warrants_Issuance
Note 10: Warrants Issuance | 12 Months Ended | ||||
Sep. 30, 2013 | |||||
Notes | ' | ||||
Note 10: Warrants Issuance | ' | ||||
Note 10: Warrants Issuance | |||||
On March 6, 2013, the Company attached 1,167,500 warrants relating to a Private Placement Memorandum (the “PPM”) in which 2,335,000 shares of stock were issued (1 warrant issued to the PPM investor per 2 shares purchased). The Company approved on April 11, 2013, a reverse shares split of 10 to 1 of common shares at a common share price of $1.00 per share. | |||||
Under the terms of the PPM, the Company has issued an aggregate of 339,500 units (the “Units”), consisting of 339,500 post-reverse stock split shares of common stock and 169,750 warrants (see table below) at a purchase price of $1.00 per unit. Each Unit consists of one share of common stock and a warrant to purchase .5 shares of common stock. The warrants have an exercise price of $1.00 per share and expire one year from the date issued. | |||||
Investment Date | Common Shares | Warrants | |||
3/6/13 | 233,500 | 116,750 | |||
4/3/13 | 30,000 | 15,000 | |||
5/14/13 | 5,000 | 2,500 | |||
6/12/13 | 10,000 | 5,000 | |||
6/26/13 | 10,000 | 5,000 | |||
7/1/13 | 24,000 | 12,000 | |||
7/16/13 | 12,000 | 6,000 | |||
7/31/13 | 10,000 | 5,000 | |||
9/6/13 | 5,000 | 2,500 | |||
Total | 339,500 | 169,750 | |||
The fair value of the 116,750 warrants issued on March 6, 2013 was estimated to be $56,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 130%, risk free interest rate of .15% and an expected life of one year. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 15,000 warrants issued on April 3, 2013 was estimated to be $7,050 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 130%, risk free interest rate of .13% and an expected life of .92 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 2,500 warrants issued on May 14, 2013 was estimated to be $1,125 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 131%, risk free interest rate of .12% and an expected life of .81 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 5,000 warrants issued on June 12, 2013 was estimated to be $2,050 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 125%, risk free interest rate of .14% and an expected life of .73 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 5,000 warrants issued on June 26, 2013 was estimated to be $1,950 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 121%, risk free interest rate of .16% and an expected life of .69 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 12,000 warrants issued on July 1, 2013 was estimated to be $5,325 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .15% and an expected life of .68 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 6,000 warrants issued on July 16, 2013 was estimated to be $2,591 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .10% and an expected life of .64 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 5,000 warrants issued on July 31, 2013 was estimated to be $2,087 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 143%, risk free interest rate of .11% and an expected life of .59 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The fair value of the 2,500 warrants issued on September 6, 2013 was estimated to be $935 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 139%, risk free interest rate of .14% and an expected life of .49 years. The proceeds from the PPM were allocated based upon the relative fair value of the warrants and common shares. | |||||
The Company issued 400,000 warrants to employees as compensation on September 30, 2013. The fair value of the warrants issued was estimated to be $276,038 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 117%, risk free interest rate of .63% and an expected life of 3 years. The warrants were recorded as salaries expense under operating expenses in the accompanying statement of operations. | |||||
The following table represents a summary of warrants outstanding as of September 30, 2013: | |||||
Number of Warrants | Exercise Price | Expiration Date | |||
169,750 | $1.00 | 5-Mar-14 | |||
400,000 | $1.00 | 30-Sep-16 | |||
Below is a summary of warrant activity for the year ended September 30, 2013: | |||||
Number Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at September 30, 2012 | --- | --- | --- | --- | |
Granted | 569,750 | $1.00 | 2.24 | $0.63 | |
Exercised | --- | --- | --- | --- | |
Expired or Cancelled | --- | --- | --- | --- | |
Outstanding at September 30, 2013 | 569,750 | $1.00 | 2.24 | $0.63 | |
All warrants were fully vested upon issuance. |
Note_11_Income_Tax
Note 11: Income Tax | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes | ' | ||||||||
Note 11: Income Tax | ' | ||||||||
Note 11: Income Tax | |||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax asset as of September 30, 2013and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Noncurrent: | |||||||||
Deferred tax asset (liabilities) | |||||||||
Federal net operating loss carryforward | 263,821 | 24,442 | |||||||
State net operating loss carryforward | 68,593 | 6,971 | |||||||
Valuation allowance | -332,414 | -31,413 | |||||||
Total | - | - | |||||||
At September 30, 2013, 2012, the Company has a federal and California operating loss carry forward of approximately $779,000 and $80,000, which expire in 2033, and 2032, unless utilized. The deferred tax asset as of September 30, 2013 and 2012 was approximately $364,000 and $32,000. The deferred tax asset was primarily attributable to net operating loss carryforward. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2013 and 2012. and, accordingly, recorded a full valuation allowance. |
Note_12_Notes_Payable
Note 12: Notes Payable | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 12: Notes Payable | ' |
Note 12: Notes Payable | |
The Company has a short-term unsecured note of $100,000 with a 6% annual interest rate, dated March 16, 2012, which was renewed through March 16, 2014. Principal and accrued interest is due on March 16, 2014. This note is convertible to 100,000 common shares at the conversion price of $1.00 per share after April 11, 2013. Interest expense for the year ended September 30, 2013 totaled approximately $3,000. | |
On January 2, 2013, the Company entered into a Valued Added Reseller (VAR) agreement with Amest Corporation located in Rancho Santa Margarita, California. Amest Corporation is engaged in the manufacturing and servicing of medical equipment under a US FDA 510K clearance, with registration number K030275. As agreed, Amest Corporation would transfer the manufacturing and servicing rights under the FDA clearance to the Company. The Company is currently in the process of that transfer. In exchange, the Company will pay cash or issue a $100,000 promissory note to Amest Corporation. The VAR agreement shall expire in one year and is automatically renewed for additional one year, and can be cancelled by either party with a 30 days notification. The Company will also purchase products from Amest Corporation and will re-label, re-sell or distribute such products with the Company's name. Amest is currently the sole supplier to the Company, and the Company effectively has the exclusive right to purchase these products from Amest as the Company has the US patent related to these products. A promissory note in an amount of $100,000 was issued to Amest Corporation prior to the completion of the transfer. | |
Based on the terms of the VAR agreement, the note payable to Amest Corporation was due in full as of December 31, 2013. As of the date of this filing, the note has not been paid and the Company is in negotiations with Amest Corporation to extend the term of the note and implement a monthly payment plan to pay down the balance. |
Note_13_Commitments_and_Contin
Note 13: Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 13: Commitments and Contingencies | ' |
Note 13: Commitments and Contingencies | |
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of September 30, 2013, the Company has no contingent liability that is required to be recorded or disclosed. | |
Legal | |
The Company is named in a lawsuit entitled Cadovimex-USA GJ Trade Corporation v. ALH, et. al., pending in Orange County Superior Court, case number 30-2013-00676455-CU-FR.CJC. In the lawsuit it is alleged that the Company conspired with others to defraud a creditor of a California corporation called Mac Beam, Inc. It is alleged that the Company received all property of Mac Beam, Inc. without paying compensation for it, and that the purpose of the transfer was to render Mac Beam, Inc. unable to pay a judgment held against it by Cadovimex-USA GJ Trade Corp. Thus, as relevant to the Company, Cardovimex-USA GJ Trade Corp seeks to hold the Company liable for the amount of the aforementioned judgment, general, special and punative damages, costs and attorney’s fees. | |
However, the underlying judgment was fully reversed by Division Three of the Fourth District Court of Appeal of California on December 13, 2013 in a non-published decision, case number G047387. Accordingly, it is anticipated that the current claims will eventually be dismissed because once the Appellate Court decision becomes final for all purposes and the remittitur issues, there will no longer be a judgment to enforce. Barring matters such as Cadovimex-USA GJ Trade Corp seeking review by the California Supreme Court, it is anticipated that the decision will become final on or about February 11, 2014. |
Note_14_Lease_Agreement
Note 14: Lease Agreement | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 14: Lease Agreement | ' |
Note 14: Lease Agreement | |
The Company entered a lease agreement with Irvine Company to lease an office unit located in Irvine, California, effective November 5, 2012. The lease term was one year with monthly lease payment of $2,904. The Company incurred rent expense of $35,857 for the year ended September 30, 2013. The lease was renewed for an additional one year through October 31, 2014 at a monthly rate of $2,989. The lease is subject to renew upon expiration. In accordance with the lease terms, the Company made a security deposit that totaled $9,002. |
Note_15_Subsequent_Events
Note 15: Subsequent Events | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 15: Subsequent Events | ' |
Note 15: Subsequent Events | |
On January 10, 2014, the Company received $50,000 through a Private Placement Offering. The common shares were issued at a price of $1.00 per share for a total of 50,000 common shares. | |
On November 22, 2013, the Company entered into an engineering agreement with an unrelated third party to assist in product cost reduction and new designs for existing products. The Company will be billed a monthly retainer of $5,000 to be offset against actual costs incurred. Final payment of unpaid charges is due upon completion of the project, expected to be four months from the date of the agreement. |
Note_1_Nature_of_Operations_an1
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Nature of Operations | ' |
Nature of Operations | |
American Laser Healthcare Corporation, formerly known as Amberwood Acquisition Corporation, (“ALHC” or “the Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company intends to improve health and wellness by providing access to innovative diagnostics and treatment for patients with pain and other common medical conditions. The Company plans to do this by creating and managing a profitable medical device product development business coupled with a healthcare service business that provides a protocol and pathway for the adoption and implementation of Low Level Light Therapy (LLLT). | |
The Company possesses a patent to an FDA cleared device with patented methodology, the MB-System, and insurance reimbursement codes to allow payment for unattended treatment. | |
On August 1, 2012, the Company offered a Private Placement Offering Memorandum (PPM) of 1,000,000 shares of common stock at $1.00 per share for an aggregate of $1,000,000, and through September 30, 2013, has received $339,500 in stock subscriptions. |
Note_1_Nature_of_Operations_an2
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
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. |
Note_1_Nature_of_Operations_an3
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Note_1_Nature_of_Operations_an4
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Concentration of Risk (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Concentration of Risk | ' |
Concentration of Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. |
Note_1_Nature_of_Operations_an5
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (other Than Derivative Financial Instruments) (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Fair Value of Financial Instruments (other Than Derivative Financial Instruments) | ' |
Fair Value of Financial Instruments (other than Derivative Financial Instruments) | |
The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventory ,prepaid expenses, accounts payable, accrued liabilities and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings. |
Note_1_Nature_of_Operations_an6
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. |
Note_1_Nature_of_Operations_an7
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Inventories (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Inventories | ' |
Inventories | |
Inventories are stated at lower of cost or market value, and is determined using the first-in, first-out method (FIFO). All inventories consist of medical devices and accessories. |
Note_1_Nature_of_Operations_an8
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Machinery, Equipment and Furniture (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Machinery, Equipment and Furniture | ' |
Machinery, Equipment and Furniture | |
Furniture, office equipment, machinery and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of 3 years of the assets. |
Note_1_Nature_of_Operations_an9
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Loss Per Common Share (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Loss Per Common Share | ' |
Loss per Common Share | |
The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013 and 2012, there are no outstanding dilutive securities. |
Recovered_Sheet1
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended | ||
Sep. 30, 2013 | |||
Policies | ' | ||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which priorities the inputs in measuring fair value. The hierarchy priorities the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. | |||
These tiers include: | |||
Level 1: | defined as observable inputs such as quoted prices in active markets; | ||
Level 2: | defined as inputs other than quoted prices in active markets that is either directly or indirectly observable; and | ||
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Recovered_Sheet2
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The revenue is recognized when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered, and the customer takes ownership and assumes risk of loss; (3) the seller’s price to the buyer is fixed or determinable; and (4) collection is reasonably assured. The Company has generated $70,000 in revenues for the year ended September 30, 2013. |
Recovered_Sheet3
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Allowance For Doubtful Accounts. (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Allowance For Doubtful Accounts. | ' |
Allowance for Doubtful Accounts. | |
The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at September 30, 2013 and 2012. |
Recovered_Sheet4
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Share-based Compensation (Policies) | 12 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Share-based Compensation | ' |
Share-Based Compensation | |
The Company follows the provisions of ASC 718, Share-Based Payment, which requires all share-based payments to employees and non-employees to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of share-based compensation. |
Note_10_Warrants_Issuance_Sche
Note 10: Warrants Issuance: Schedule of Warrants Issuance under the terms of the PPM (Tables) | 12 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Warrants Issuance under the terms of the PPM | ' | ||
Investment Date | Common Shares | Warrants | |
3/6/13 | 233,500 | 116,750 | |
4/3/13 | 30,000 | 15,000 | |
5/14/13 | 5,000 | 2,500 | |
6/12/13 | 10,000 | 5,000 | |
6/26/13 | 10,000 | 5,000 | |
7/1/13 | 24,000 | 12,000 | |
7/16/13 | 12,000 | 6,000 | |
7/31/13 | 10,000 | 5,000 | |
9/6/13 | 5,000 | 2,500 | |
Total | 339,500 | 169,750 |
Note_10_Warrants_Issuance_Summ
Note 10: Warrants Issuance: Summary of warrants outstanding (Tables) | 12 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Summary of warrants outstanding | ' | ||
The following table represents a summary of warrants outstanding as of September 30, 2013: | |||
Number of Warrants | Exercise Price | Expiration Date | |
169,750 | $1.00 | 5-Mar-14 | |
400,000 | $1.00 | 30-Sep-16 |
Note_10_Warrants_Issuance_Summ1
Note 10: Warrants Issuance: Summary of warrant activity (Tables) | 12 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Summary of warrant activity | ' | ||||
Below is a summary of warrant activity for the year ended September 30, 2013: | |||||
Number Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at September 30, 2012 | --- | --- | --- | --- | |
Granted | 569,750 | $1.00 | 2.24 | $0.63 | |
Exercised | --- | --- | --- | --- | |
Expired or Cancelled | --- | --- | --- | --- | |
Outstanding at September 30, 2013 | 569,750 | $1.00 | 2.24 | $0.63 | |
Note_11_Income_Tax_Schedule_of
Note 11: Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
2013 | 2012 | ||||||||
Noncurrent: | |||||||||
Deferred tax asset (liabilities) | |||||||||
Federal net operating loss carryforward | 263,821 | 24,442 | |||||||
State net operating loss carryforward | 68,593 | 6,971 | |||||||
Valuation allowance | -332,414 | -31,413 | |||||||
Total | - | - |
Recovered_Sheet5
Note 1: Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details) (USD $) | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 01, 2012 | |
Private Placement Offering Memorandum (PPM) | Private Placement Offering Memorandum (PPM) | |||
Entity Incorporation, Date of Incorporation | 21-Sep-11 | ' | ' | ' |
Entity Incorporation, State Country Name | 'Delaware | ' | ' | ' |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ' | 1,000,000 |
Share Price | ' | ' | ' | $1 |
Aggregate value of shares authorized | ' | ' | ' | $1,000,000 |
Common Stock, Value, Subscriptions | ' | ' | $339,500 | ' |
Note_2_Going_Concern_Details
Note 2: Going Concern (Details) (USD $) | 9 Months Ended | 12 Months Ended | 24 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Details | ' | ' | ' |
Net (Loss) | $78,858 | $776,811 | $857,012 |
Note_4_Inventories_Details
Note 4: Inventories (Details) (USD $) | Sep. 30, 2013 |
Details | ' |
Inventories, medical devices | $13,207 |
Inventories, medical device accessories | $460 |
Note_5_Prepaid_Expenses_Detail
Note 5: Prepaid Expenses (Details) (USD $) | Sep. 30, 2013 |
Details | ' |
Prepaid legal fees | $10,000 |
Prepaid Insurance | $186 |
Note_6_Machinery_and_Equipment1
Note 6: Machinery and Equipment (Details) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Machinery and equipment transferred from inventories | $28,780 |
April, 2013 | ' |
Machinery and equipment transferred from inventories | $26,875 |
Note_8_Research_and_Developmen1
Note 8: Research and Development Expenses (Details) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Research and Development Expense | $27,587 |
Note_9_Stock_Issued_Details
Note 9: Stock Issued (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2012 | Sep. 30, 2013 | Apr. 03, 2013 | Feb. 19, 2013 | Jan. 23, 2013 | Nov. 02, 2012 | Oct. 25, 2012 | |
Shares to the investors of the Private Placement Offering Memorandum | ' | ' | ' | ' | ' | ' | 67,500 |
Shares to the investors of the Private Placement Offering Memorandum, Amount | ' | ' | ' | ' | ' | ' | $67,500 |
Common shares issued for conversion of Promissory Notes | ' | ' | ' | ' | ' | ' | 26,000 |
Common shares issued for conversion of Promissory Notes, price per share | ' | ' | ' | ' | ' | ' | $1 |
Stock issued through Private Placement Offering, Shares | ' | ' | 30,000 | 100,000 | 20,000 | 20,000 | ' |
Stock issued through Private Placement Offering, Share Price | ' | ' | $1 | $1 | $1 | $1 | ' |
Stock issued through Private Placement Offering, Amount | ' | ' | 30,000 | 100,000 | 20,000 | 20,000 | ' |
Common Stock issued for services, Value | 1,400 | 10,000 | ' | ' | ' | ' | ' |
14-May-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 5,000 | ' | ' | ' | ' | ' |
12-Jun-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 10,000 | ' | ' | ' | ' | ' |
26-Jun-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 10,000 | ' | ' | ' | ' | ' |
July 1, 2013 (a) | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 24,000 | ' | ' | ' | ' | ' |
16-Jul-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 12,000 | ' | ' | ' | ' | ' |
23-Jul-13 | ' | ' | ' | ' | ' | ' | ' |
Common Stock issued for services, Value | ' | 10,000 | ' | ' | ' | ' | ' |
31-Jul-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 10,000 | ' | ' | ' | ' | ' |
6-Sep-13 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 5,000 | ' | ' | ' | ' | ' |
Note 1 | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for conversion of Promissory Notes, Value | ' | ' | ' | ' | ' | ' | 16,000 |
Note 2 | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for conversion of Promissory Notes, Value | ' | ' | ' | ' | ' | ' | $10,000 |
Note_10_Warrants_Issuance_Narr
Note 10: Warrants Issuance: Narrative 1 (Details) (Warrants to accredited investors participating in the Private Placement Memorandum (the "PPM"), USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Warrants to accredited investors participating in the Private Placement Memorandum (the "PPM") | ' |
Debt Instrument, Issuance Date | 6-Mar-13 |
Debt Instrument, Issuer | 'the Company |
Warrants Issuance, aggregate units | 339,500 |
Warrants Issuance, shares of common stock | 339,500 |
Warrants Issuance, warrants | 169,750 |
Warrants Issuance, purchase price per unit | $1 |
Warrants Issuance, exercise price per share | $1 |
Note_10_Warrants_Issuance_Deta
Note 10: Warrants Issuance (Details) (Warrants to accredited investors participating in the Private Placement Memorandum (the "PPM"), USD $) | 12 Months Ended |
Sep. 30, 2013 | |
6-Mar-13 | ' |
Long-term Debt, Fair Value | $56,000 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 130.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.15% |
Fair Value Assumptions, Expected Term | '1 year |
3-Apr-13 | ' |
Long-term Debt, Fair Value | 7,050 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 130.00% |
Fair Value Assumptions, Risk Free Interest Rate | 13.00% |
Fair Value Assumptions, Expected Term | '11 months 1 day |
14-May-13 | ' |
Long-term Debt, Fair Value | 1,125 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 131.00% |
Fair Value Assumptions, Risk Free Interest Rate | 12.00% |
Fair Value Assumptions, Expected Term | '9 months 22 days |
12-Jun-13 | ' |
Long-term Debt, Fair Value | 2,050 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 125.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.14% |
Fair Value Assumptions, Expected Term | '8 months 23 days |
26-Jun-13 | ' |
Long-term Debt, Fair Value | 1,950 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 121.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.16% |
Fair Value Assumptions, Expected Term | '8 months 8 days |
July 1, 2013 (a) | ' |
Long-term Debt, Fair Value | 5,325 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 143.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.15% |
Fair Value Assumptions, Expected Term | '8 months 5 days |
16-Jul-13 | ' |
Long-term Debt, Fair Value | 2,591 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 143.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.10% |
Fair Value Assumptions, Expected Term | '7 months 20 days |
31-Jul-13 | ' |
Long-term Debt, Fair Value | 2,087 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 143.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.11% |
Fair Value Assumptions, Expected Term | '7 months 2 days |
6-Sep-13 | ' |
Long-term Debt, Fair Value | 935 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 139.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.14% |
Fair Value Assumptions, Expected Term | '5 months 26 days |
30-Sep-13 | ' |
Long-term Debt, Fair Value | $276,038 |
Fair Value Measurements, Valuation Techniques | 'Black-Scholes option pricing model |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 117.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.63% |
Fair Value Assumptions, Expected Term | '3 years |
Note_10_Warrants_Issuance_Summ2
Note 10: Warrants Issuance: Summary of warrants outstanding (Details) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Expiration March 5, 2014 | ' |
Warrants outstanding, number of shares | 169,750 |
Warrants outstanding, exercise price | $1 |
Warrants outstanding, expiration date | 5-Mar-14 |
Expiration September 30, 2016 | ' |
Warrants outstanding, number of shares | 400,000 |
Warrants outstanding, exercise price | $1 |
Warrants outstanding, expiration date | 30-Sep-16 |
Note_10_Warrants_Issuance_Summ3
Note 10: Warrants Issuance: Summary of warrant activity (Details) (USD $) | 3 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Warrants granted, shares | 569,750 |
Warrants granted, weighted average exercise price | $1 |
Warrants granted, weighted average remaining contractual term in years | 2.24 |
Warrants granted, Weighted Average Grant Date Fair Value Per Share | $0.63 |
Warrants outstanding, end of period | 569,750 |
Warrants outstanding, weighted average exercise price, end of period | $1 |
Warrants outstanding, weighted average remaining contractual term in years, end of period | 2.24 |
Warrants outstanding, weighted average grant date fair value per share, end of period | $0.63 |
Note_11_Income_Tax_Schedule_of1
Note 11: Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Details | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $263,821 | $24,442 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 68,593 | 6,971 |
Deferred Tax Assets, Valuation Allowance | ($332,414) | ($31,413) |
Note_12_Notes_Payable_Details
Note 12: Notes Payable (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | |
Interest expense | $3,455 | $7,496 |
Short-term Note 1 | ' | ' |
Short-term Debt | ' | 100,000 |
Short-term Debt, Weighted Average Interest Rate | ' | 6.00% |
Short-term Debt, Date | ' | 16-Mar-12 |
Short-term Debt, Terms | ' | 'Principal and accrued interest is due on March 16, 2014. This note is convertible to 100,000 common shares at the conversion price of $1.00 per share after April 11, 2013. |
Interest expense | ' | $3,000 |
Note_14_Lease_Agreement_Detail
Note 14: Lease Agreement (Details) (Legal and consulting services, USD $) | 12 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2012 | |
Legal and consulting services | ' | ' |
Lease Agreement, Description | 'The Company entered a lease agreement with Irvine Company to lease an office unit located in Irvine, California, effective November 5, 2012. The lease term was one year with monthly lease payment of $2,904. | ' |
Security Deposit | ' | $9,002 |
Note_15_Subsequent_Events_Deta
Note 15: Subsequent Events (Details) (Jaunary 10, 2014, USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Jaunary 10, 2014 | ' |
Proceeds from Issuance of Private Placement | $50,000 |