Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'American Laser Healthcare Corp | ' |
Document Type | 'S-1 | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001534099 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'No | ' |
Entity Voluntary Filers | 'Yes | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Incorporation, Date of Incorporation | 21-Sep-11 | 21-Sep-11 |
Entity Incorporation, State Country Name | 'State of Delaware | 'State of Delaware |
Balance_Sheets_December_31_201
Balance Sheets (December 31, 2013 unaudited) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |||
Current Assets | ' | ' | ' | |||
Cash and cash equivalents | $65,379 | $30,915 | $71,824 | |||
Accounts Receivable | 77,160 | 35,000 | ' | |||
Prepaid expense | 11,024 | 10,186 | 51,250 | |||
Inventories | 15,057 | 13,667 | ' | |||
Total current assets | 168,620 | 89,768 | 123,074 | |||
Non-current Assets | ' | ' | ' | |||
Machinery, equipment and furniture, net of accumulated depreciation | 24,143 | [1] | 26,875 | [1] | ' | |
Intangible assets, net of accumulated amortization | 13,750 | [2] | 14,000 | [2] | 15,000 | [2] |
Deposit | 6,099 | 9,002 | ' | |||
Total long-term assets | 43,992 | 49,877 | ' | |||
TOTAL ASSETS | 212,612 | 139,645 | 138,074 | |||
Current liabilities | ' | ' | ' | |||
Accounts payable | 116,854 | 34,180 | 1,305 | |||
Accrued bonus | 95,000 | 95,000 | ' | |||
Accrued liabilities | ' | 16,041 | 1,839 | |||
Promissory note payable | 200,000 | 200,000 | 126,000 | |||
Interest payable | 10,750 | 9,250 | 3,238 | |||
Common shares issuable | ' | ' | 67,500 | |||
Total Current Liabilities | 422,604 | 354,471 | 199,882 | |||
Total liabilities | ' | 354,471 | 199,882 | |||
Stockholders' equity (deficit) | ' | ' | ' | |||
Common Stock | 1,860 | [3] | 1,860 | [3] | 1,790 | [3] |
Additional paid-in capital | 640,326 | 640,326 | 16,603 | |||
Accumulated (deficit) | -852,178 | -857,012 | -80,201 | |||
Total stockholders' (deficit) | -209,992 | -214,826 | -61,808 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $212,612 | $139,645 | $138,074 | |||
[1] | Machinery, equipment and furniture, net of accumulated depreciation of $5,899 and $0 | |||||
[2] | Intangible assets, net of accumulated amortization of $1,000 and $0 | |||||
[3] | Common stock, $0.0002 par value, 100,000,000 shares authorized; 9,299,500 shares issued and outstanding at September 30, 2013, and 8,950,000 shares issued and outstanding at September 30, 2012. 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, 2013 and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 including retroactive adjustment of common share amounts. |
Balance_Sheets_December_31_2011
Balance Sheets (December 31, 2013 unaudited) - Parenthetical (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | ||
Balance Sheets | ' | ' | ||
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 | [1] | $0.00 | [1] |
Common Stock, Shares Authorized | 100,000,000 | [1] | 100,000,000 | [1] |
Common Stock, Shares Issued | 9,299,500 | [1] | 8,950,000 | [1] |
Common Stock, Shares Outstanding | 9,299,500 | [1] | 8,950,000 | [1] |
Accumulated depreciation, machinery equipment and furniture | $5,899 | $0 | ||
Accumulated amortization, intangible assets | $1,000 | $0 | ||
[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, 2013 and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 including retroactive adjustment of common share amounts |
Statements_of_Operations_three
Statements of Operations (three month periods unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | |||||
Statements of Operations | ' | ' | ' | ' | ||||
Sales | $232,435 | ' | ' | $70,000 | ||||
Cost of sales | 133,399 | ' | ' | 25,180 | ||||
Gross Profit | 99,036 | ' | ' | 44,820 | ||||
Operating expenses | ' | ' | ' | ' | ||||
General and administrative | 83,711 | 88,368 | ' | ' | ||||
Research and development | 8,900 | 22,718 | ' | 27,587 | ||||
Total operating expenses | 92,611 | 111,086 | -74,203 | -837,653 | ||||
Income (Loss) from operations | 6,425 | -111,086 | -74,203 | -792,833 | ||||
Other income (expense) | ' | ' | ' | ' | ||||
Other income | ' | 15,000 | ' | 23,518 | ||||
Interest expense | -1,591 | -1,357 | -3,455 | -7,496 | ||||
Total other income (expense) | -1,591 | 13,643 | ' | 16,022 | ||||
Income (Loss) before Income Taxes | 4,834 | -97,443 | -77,658 | -776,811 | ||||
Income taxes | ' | ' | 1,200 | ' | ||||
Net Income (Loss) | $4,834 | ($97,443) | ($78,858) | ($776,811) | ||||
Earnings (Loss) per common share-basic and diluted | $0 | ($0.01) | ($0.01) | ($0.08) | ||||
Weighted average number of common shares outstanding-basic and diluted | 9,299,500 | [1] | 9,037,179 | [1] | 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_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (Deficit) (USD $) | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Total | Shares issued for director fees | Shares issued for asset purchase agreement | Shares issued from common shares issuable | Shares issued for promissory notes | Shares issued for cash | Shares issued for services | Warrants issued for services | ||
Shares issued for director fees | Shares issued for asset purchase agreement | Shares issued from common shares issuable | Shares issued for promissory notes | Shares issued for cash | Shares issued for services | Shares issued for director fees | Shares issued for asset purchase agreement | Shares issued from common shares issuable | Shares issued for promissory notes | Shares issued for cash | Shares issued for services | Warrants issued for services | ||||||||||||||
Balance, Value at Dec. 31, 2011 | $2,000 | ' | ' | ' | ' | ' | ' | $943 | ' | ' | ' | ' | ' | ' | ' | ($1,343) | $1,600 | ' | ' | ' | ' | ' | ' | ' | ||
Balance, Shares at Dec. 31, 2011 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Issuance of Stock, Value | ' | 140 | [1] | 1,500 | [2] | ' | ' | ' | ' | ' | 1,260 | 13,500 | ' | ' | ' | ' | ' | ' | ' | 1,400 | 15,000 | ' | ' | ' | ' | ' |
Issuance of Stock, Shares | ' | 700,000 | [1] | 7,500,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -78,858 | -78,858 | ' | ' | ' | ' | ' | ' | ' | ||
Balance, Value at Sep. 30, 2012 | 1,790 | ' | ' | ' | ' | ' | ' | 16,603 | ' | ' | ' | ' | ' | ' | ' | -80,201 | -61,808 | ' | ' | ' | ' | ' | ' | ' | ||
Balance, Shares at Sep. 30, 2012 | 8,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Issuance of Stock, Value | ' | ' | ' | 14 | 5 | 49 | 2 | ' | ' | ' | 67,486 | 25,995 | 245,956 | 9,998 | 276,038 | ' | ' | ' | ' | 67,500 | 26,000 | 246,005 | 10,000 | 276,038 | ||
Issuance of Stock, Shares | ' | ' | ' | 67,500 | 26,000 | 246,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -776,811 | -776,811 | ' | ' | ' | ' | ' | ' | ' | ||
Costs associated with equity raised | ' | ' | ' | ' | ' | ' | ' | -1,750 | ' | ' | ' | ' | ' | ' | ' | ' | -1,750 | ' | ' | ' | ' | ' | ' | ' | ||
Balance, Value at Sep. 30, 2013 | $1,860 | ' | ' | ' | ' | ' | ' | $640,326 | ' | ' | ' | ' | ' | ' | ' | ($857,012) | ($214,826) | ' | ' | ' | ' | ' | ' | ' | ||
Balance, 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_three
Statements of Cash Flows (three month periods unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 27 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' | ' | ' |
Net Income (Loss) | $4,834 | ($97,443) | ($78,858) | ($776,811) | ($852,178) |
Adjustments to reconcile Net (Loss) to net cash provided (used) by operating activities | ' | ' | ' | ' | ' |
Common Stock issued for Services | ' | ' | 1,400 | 10,000 | ' |
Warrants issued for Services | ' | ' | ' | 276,038 | ' |
Depreciation and amortization | 2,982 | 426 | ' | 6,899 | ' |
Security deposit in lieu of rent expenses | 2,903 | ' | ' | ' | ' |
Change in operating assets and liabilities | ' | ' | ' | ' | ' |
Change in Accounts Receivable | -42,160 | ' | ' | -35,000 | ' |
Change in Inventory | -1,390 | -31,880 | ' | -42,447 | ' |
Change in Prepaid expenses | -838 | -8,985 | -51,250 | 41,064 | ' |
Change in Interest payable | 1,500 | 1,574 | 3,238 | 6,012 | ' |
Change in Accounts payable | 82,674 | 14,500 | 1,305 | 32,875 | ' |
Change in Accrued liabilities | -16,041 | 23,252 | 1,439 | 109,202 | ' |
Net cash used in operating activities | 34,464 | -98,556 | -122,726 | -381,170 | ' |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' | ' | ' |
Purchase of fixed assets | ' | -3,464 | ' | -3,994 | ' |
Net cash (used) in investing activities | ' | -3,464 | ' | -3,994 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' | ' | ' |
Proceeds from issuance of promissory notes | ' | 11,000 | 126,000 | 32,500 | ' |
Stockholders' additional paid-in capital | ' | 87,500 | ' | ' | ' |
Redemption of common stock | ' | ' | -1,950 | ' | ' |
Proceeds from issuance of common stock | ' | -67,500 | 68,500 | 311,755 | ' |
Net cash provided by financing activities | ' | 31,000 | 192,550 | 344,255 | ' |
Net increase in cash | 34,464 | -71,020 | 69,824 | -40,909 | ' |
Cash at beginning of period | 30,915 | 71,824 | 2,000 | 71,824 | ' |
Cash at end of period | 65,379 | 804 | 71,824 | 30,915 | 65,379 |
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 | ' | ' | 1,400 | 10,000 | ' |
Security deposit applied to facility rent | $2,903 | ' | ' | ' | ' |
Nature_of_Operations_and_Summa
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended | 3 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2013 | |||
Unaudited | ||||
Nature of Operations and Summary of Significant Accounting Policies | ' | ' | ||
Note 1: Nature of Operations and Summary of Significant Accounting Policies | Note 1: Basis of Presentation | |||
Nature of Operations | The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended December 31, 2013 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. | |||
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). | Nature of Operations | |||
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. | American Laser Healthcare 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 is an SEC reporting company that 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). | |||
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. | The Company possesses an FDA cleared device with patented methodology, the MB Bioenergy Light Therapy System, and insurance reimbursement codes to allow payment for treatment. | |||
Basis of Presentation | 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 December 31, 2013, has received $339,500 in stock subscriptions. | |||
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. | Basis of Presentation | |||
Use of Estimates | 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. | |||
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. | Use of Estimates | |||
Concentration of Risk | 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. | |||
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. | Concentration of Risk | |||
Fair Value of Financial Instruments (other than Derivative Financial Instruments) | 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. | |||
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 | |||
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. | |||
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 | Inventories are stated at cost. Cost is determined using the first-in, first-out method (FIFO). All inventories are finished units and accessories for the units. | |||
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. | Furniture and Office Equipment | |||
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. | |||
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 | |||
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 December 31, 2013 and September 30, 2013, there are no outstanding dilutive securities. | |||
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. | Revenue Recognition | |||
Fair Value of Financial Instruments | 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 $232,435 and $0 in revenues for the three months ended December 31, 2013 and 2012, respectively. | |||
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. | Allowance for Doubtful Accounts. | |||
These tiers include: | 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 December 31, 2013 and September 30, 2013. | |||
Level 1: | defined as observable inputs such as quoted prices in active markets; | Share-Based Compensation | ||
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. | 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. | ||
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. |
Going_Concern
Going Concern | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Going Concern | ' | ' |
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. | The Company has sustained a cumulative net loss and accumulated deficit of $852,178, 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. | Management plans to raise additional funds for operations through a private placement that is ongoing and through December 31, 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 $232,435 in revenues through the sales of LLLT machines during the three months ended December 31, 2013. | |
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. | 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, successfully locating and negotiate 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. | 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. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Recent Accounting Pronouncements | ' | ' |
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. | We do not expect the adoption of recently issued accounting pronouncement to have a significant impact on our results of operations, financial position or cash flow. | |
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. |
Inventories
Inventories | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Inventories | ' | ' |
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. | As of December 31, 2013, the Company has finished goods in inventories of $14,597 for medical devices and of $460 in accessories for the medical devices. |
Prepaid_Expenses
Prepaid Expenses | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Prepaid Expenses | ' | ' |
Note 5: Prepaid Expenses | Note 5: Prepaid Expenses | |
Prepaid expenses of $10,000 are for legal fees and $186 for insurance. | Prepaid expenses of $10,000 are for legal fees, $186 for insurance and $838 for workers compensation insurance. |
Machinery_and_Equipment
Machinery and Equipment | 12 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
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. |
Intangible_Assets
Intangible Assets | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Intangible Assets | ' | ' |
Note 7: Intangible Assets | Note 6: 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. | 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 is being amortized over 16 years at a monthly amortization expense of $78. Accumulated amortization at December 31, 2013 was $1,250. |
Research_and_Development_Expen
Research and Development Expenses | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Research and Development Expenses | ' | ' |
Note 8: Research and Development Expenses | Note 7: 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. | The Company incurred research and development expenses of $8,900 and $22,718 for the three months ended December 31, 2013 and 2012, respectively. These expenses consisted of engineering and software development costs in updating the MB Bioenergy Light Therapy System to a touch screen display model. |
Stock_Issuance
Stock Issuance | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Stock Issuance | ' | ' |
Note 9: Stock Issuance | Note 8: 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. | There were no stock issuances during the three months ended December 31, 2013. | |
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. |
Warrants_Issuance
Warrants Issuance | 12 Months Ended | 3 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2013 | |||||
Unaudited | ||||||
Warrants Issuance | ' | ' | ||||
Note 10: Warrants Issuance | Note 9: 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. | There were no warrant issuances during the three months ended December 31, 2013. | |||||
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 0.15% 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 0.13% and an expected life of 0.92 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 0.12% and an expected life of 0.81 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 0.14% and an expected life of 0.73 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 0.16% and an expected life of 0.69 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 0.15% and an expected life of 0.68 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 0.10% and an expected life of 0.64 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 0.11% and an expected life of 0.59 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 0.14% and an expected life of 0.49 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 0.63% 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 | 0 | --- | --- | 0 | ||
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. |
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes | ' | ||||||||
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) | 0 | 0 | |||||||
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 | 0 | 0 | |||||||
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. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Related Party Transactions | ' | ' |
Note 10: Related Party Transactions | ||
There were no related party transactions during the three months ended December 31, 2013. |
Notes_Payable
Notes Payable | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Notes Payable | ' | ' |
Note 12: Notes Payable | Note 11: 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. | 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 three months ended December 31, 2013 and 2012 totaled 1,591and $1,357, respectively. | |
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. | 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 an 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. | 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 | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Note 13: Commitments and Contingencies | ' | ' |
Note 13: Commitments and Contingencies | Note 12: 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. | 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 December 31, 2013, the Company has no contingent liability that is required to be recorded. | |
Legal | 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. | 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 punitive 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 during the quarter ending June 30, 2014. | 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 during the quarter ending June 30, 2014. |
Lease_Agreement
Lease Agreement | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Lease Agreement | ' | ' |
Note 14: Lease Agreement | Note 13: 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. | 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 $9,074 and $8,221 for the three months ended December 31, 2013 and 2012, respectively. 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. A portion of the security deposit in the amount of $2,903 was applied to facility rent for the month of October 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Subsequent Events | ' | ' |
Note 15: Subsequent Events | Note 14: 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 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. |
Nature_of_Operations_and_Summa1
Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Nature of Operations | ' | ' |
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). | American Laser Healthcare 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 is an SEC reporting company that 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. | The Company possesses an FDA cleared device with patented methodology, the MB Bioenergy Light Therapy System, and insurance reimbursement codes to allow payment for 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. | 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 December 31, 2013, has received $339,500 in stock subscriptions. |
Nature_of_Operations_and_Summa2
Nature of Operations and Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Basis of Presentation | ' | ' |
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. | 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. |
Nature_of_Operations_and_Summa3
Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Use of Estimates | ' | ' |
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. | 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. |
Nature_of_Operations_and_Summa4
Nature of Operations and Summary of Significant Accounting Policies: Concentration of Risk (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Concentration of Risk | ' | ' |
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. | 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. |
Nature_of_Operations_and_Summa5
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. |
Nature_of_Operations_and_Summa6
Nature of Operations and Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Income Taxes | ' | ' |
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. | 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. |
Nature_of_Operations_and_Summa7
Nature of Operations and Summary of Significant Accounting Policies: Inventories (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Inventories | ' | ' |
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. | Inventories are stated at cost. Cost is determined using the first-in, first-out method (FIFO). All inventories are finished units and accessories for the units. |
Nature_of_Operations_and_Summa8
Nature of Operations and Summary of Significant Accounting Policies: Machinery, Equipment and Furniture (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Machinery, Equipment and Furniture | ' | ' |
Machinery, Equipment and Furniture | Furniture and Office Equipment | |
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. | 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. |
Nature_of_Operations_and_Summa9
Nature of Operations and Summary of Significant Accounting Policies: Loss per Common Share (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Loss per Common Share | ' | ' |
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. | 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 December 31, 2013 and September 30, 2013, there are no outstanding dilutive securities. |
Recovered_Sheet1
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
Nature of Operations and Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Revenue Recognition | ' | ' |
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. | 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 $232,435 and $0 in revenues for the three months ended December 31, 2013 and 2012, respectively. |
Recovered_Sheet3
Nature of Operations and Summary of Significant Accounting Policies: Allowance For Doubtful Accounts. (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Allowance For Doubtful Accounts. | ' | ' |
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. | 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 December 31, 2013 and September 30, 2013. |
Recovered_Sheet4
Nature of Operations and Summary of Significant Accounting Policies: Share-based Compensation (Policies) | 12 Months Ended | 3 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Unaudited | ||
Share-based Compensation | ' | ' |
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. | 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. |
Warrants_Issuance_Schedule_of_
Warrants Issuance: Schedule of Common Shares and Warrants (Tables) | 12 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Common Shares and Warrants | ' | ||
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 |
Warrants_Issuance_Summary_of_w
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 |
Warrants_Issuance_Summary_of_w1
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 | 0 | --- | --- | 0 | |
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 |
Income_Tax_Schedule_of_Deferre
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) | 0 | 0 | |||||||
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 | 0 | 0 |
Recovered_Sheet5
Nature of Operations and Summary of Significant Accounting Policies: Nature of Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Aug. 01, 2012 | |||
Private Placement Offering Memorandum (PPM) | Private Placement Offering Memorandum (PPM) | Private Placement Offering Memorandum (PPM) | ||||||
Entity Incorporation, Date of Incorporation | 21-Sep-11 | 21-Sep-11 | ' | ' | ' | ' | ||
Entity Incorporation, State Country Name | 'State of Delaware | 'State of Delaware | ' | ' | ' | ' | ||
Common Stock, Value, Subscriptions | ' | ' | ' | $339,500 | $339,500 | ' | ||
Common Stock, Shares Authorized | ' | 100,000,000 | [1] | 100,000,000 | [1] | ' | ' | 1,000,000 |
Share Price | ' | ' | ' | ' | ' | $1 | ||
Aggregate value of shares authorized | ' | ' | ' | ' | ' | $1,000,000 | ||
[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, 2013 and the five-for-one stock split of the issued and outstanding shares of common stock of the Company, effective April 28, 2012 including retroactive adjustment of common share amounts |
Recovered_Sheet6
Nature of Operations and Summary of Significant Accounting Policies: Loss per Common Share (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Details | ' | ' | ' |
Dilutive Securities Outstanding | $0 | $0 | $0 |
Recovered_Sheet7
Nature of Operations and Summary of Significant Accounting Policies: Revenue Recognition (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
Details | ' | ' |
Revenues | $232,435 | $70,000 |
Recovered_Sheet8
Nature of Operations and Summary of Significant Accounting Policies: Allowance For Doubtful Accounts. (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Details | ' | ' |
Allowance for Doubtful Accounts Receivable | $0 | $0 |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 27 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | |
Details | ' | ' | ' | ' | ' | ' |
Accumulated (deficit) | ($852,178) | ' | ($80,201) | ($857,012) | ($857,012) | ($852,178) |
Net Income (Loss) | 4,834 | -97,443 | -78,858 | -776,811 | -857,012 | -852,178 |
Total amount raised during period | 339,500 | ' | ' | 339,500 | ' | ' |
Proceeds from Conversion of Notes Payable | 26,000 | ' | ' | 26,000 | ' | ' |
Revenues | $232,435 | ' | ' | $70,000 | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
Details | ' | ' |
Inventories, finished goods, medical devices | $14,597 | $13,207 |
Inventories, finished goods, accessories | $460 | $460 |
Prepaid_Expenses_Details
Prepaid Expenses (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
Details | ' | ' |
Prepaid Expenses, Legal | $10,000 | $10,000 |
Prepaid Expenses, Insurance | 186 | 186 |
Prepaid Expenses, Workers Compensation Insurance | $838 | ' |
Machinery_and_Equipment_Detail
Machinery and Equipment (Details) (USD $) | Sep. 30, 2013 |
Details | ' |
Property, Plant and Equipment, Net | $26,875 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | |
Details | ' | ' | ' |
Finite-Lived Patents, Gross | $15,000 | $15,000 | ' |
Finite-Lived Intangible Asset, Useful Life | '15 years | ' | ' |
Accumulated amortization, intangible assets | $1,000 | $1,250 | $0 |
Research_and_Development_Expen1
Research and Development Expenses (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Details | ' | ' | ' |
Research and development | $8,900 | $22,718 | $27,587 |
Stock_Issuance_Details
Stock Issuance (Details) (USD $) | Jan. 10, 2014 | Sep. 30, 2013 | Sep. 06, 2013 | Jul. 31, 2013 | Jul. 23, 2013 | Jul. 16, 2013 | Jul. 01, 2013 | Jun. 26, 2013 | Jun. 12, 2013 | 14-May-13 | Apr. 03, 2013 | Mar. 06, 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 | 50,000 | ' | 5,000 | 10,000 | 10,000 | 12,000 | 24,000 | 10,000 | 10,000 | 5,000 | 30,000 | ' | 100,000 | 20,000 | 20,000 | ' |
Stock issued through Private Placement Offering, Share Price | $1 | ' | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | ' | $1 | $1 | $1 | ' |
Stock issued through Private Placement Offering, Amount | 50,000 | 339,500 | 5,000 | 10,000 | 10,000 | 12,000 | 24,000 | 10,000 | 10,000 | 5,000 | 30,000 | 233,500 | 100,000 | 20,000 | 20,000 | ' |
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 |
Warrants_Issuance_Schedule_of_1
Warrants Issuance: Schedule of Common Shares and Warrants (Details) (USD $) | Jan. 10, 2014 | Sep. 30, 2013 | Sep. 06, 2013 | Jul. 31, 2013 | Jul. 23, 2013 | Jul. 16, 2013 | Jul. 01, 2013 | Jun. 26, 2013 | Jun. 12, 2013 | 14-May-13 | Apr. 03, 2013 | Mar. 06, 2013 | Feb. 19, 2013 | Jan. 23, 2013 | Nov. 02, 2012 |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued through Private Placement Offering, Amount | $50,000 | $339,500 | $5,000 | $10,000 | $10,000 | $12,000 | $24,000 | $10,000 | $10,000 | $5,000 | $30,000 | $233,500 | $100,000 | $20,000 | $20,000 |
Warrantsissued through Private Placement Offering, Amount | ' | $169,750 | $2,500 | $5,000 | ' | $6,000 | $12,000 | $5,000 | $5,000 | $2,500 | $15,000 | $116,750 | ' | ' | ' |
Warrants_Issuance_Details
Warrants Issuance (Details) (USD $) | 0 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 06, 2013 | Jul. 31, 2013 | Jul. 16, 2013 | Jul. 01, 2013 | Jun. 26, 2013 | Jun. 12, 2013 | 14-May-13 | Apr. 03, 2013 | Mar. 06, 2013 | |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued, number | 400,000 | 2,500 | 5,000 | 6,000 | 12,000 | 5,000 | 5,000 | 2,500 | 15,000 | 116,750 |
Warrants issued, estimated fair value | $276,038 | $935 | $2,087 | $2,591 | $5,325 | $1,950 | $2,050 | $1,125 | $7,050 | $56,000 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 117.00% | 139.00% | 143.00% | 143.00% | 143.00% | 121.00% | 125.00% | 131.00% | 130.00% | 130.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.63% | 0.14% | 0.11% | 0.10% | 0.15% | 0.16% | 0.14% | 0.12% | 0.13% | 0.15% |
Fair Value Assumptions, Expected Term | '3 years | '5 months 26 days | '7 months 2 days | '7 months 20 days | '8 months 5 days | '8 months 8 days | '8 months 23 days | '9 months 22 days | '11 months 1 day | '1 year |
Warrants_Issuance_Summary_of_w2
Warrants Issuance: Summary of warrants outstanding (Details) (USD $) | Sep. 30, 2013 |
Expiring March 5, 2014 | ' |
Warrants outstanding, number of shares | 169,750 |
Warrants outstanding, exercise price | $1 |
Warrants outstanding, expiration date | 5-Mar-14 |
Expiring September 30, 2016 | ' |
Warrants outstanding, number of shares | 400,000 |
Warrants outstanding, exercise price | $1 |
Warrants outstanding, expiration date | 30-Sep-16 |
Warrants_Issuance_Summary_of_w3
Warrants Issuance: Summary of warrant activity (Details) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Warrants outstanding, start of period | 0 |
Warrants outstanding, weighted average grant date fair value per share, start of period | $0 |
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 |
Income_Tax_Schedule_of_Deferre1
Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred Tax Assets, Gross, Noncurrent | $0 | $0 |
Deferred Tax Assets, Valuation Allowance, Noncurrent | -332,414 | -31,413 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | $0 | $0 |
Notes_Payable_Details
Notes Payable (Details) (Short-term Note 1, USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Sep. 30, 2013 | |
Short-term Note 1 | ' | ' |
Short-term Debt | $100,000 | $100,000 |
Short-term Debt, Weighted Average Interest Rate | 6.00% | 6.00% |
Short-term Debt, Terms | 'Principal and accrued interest is due on March 16, 2014. | 'Principal and accrued interest is due on March 16, 2014. |
Lease_Agreement_Details
Lease Agreement (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | |
Operating Leases, Rent Expense | $8,221 | $9,074 | $35,857 |
Security Deposit | ' | $9,002 | $9,002 |
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. | '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. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jan. 10, 2014 | Sep. 30, 2013 | Sep. 06, 2013 | Jul. 31, 2013 | Jul. 23, 2013 | Jul. 16, 2013 | Jul. 01, 2013 | Jun. 26, 2013 | Jun. 12, 2013 | 14-May-13 | Apr. 03, 2013 | Mar. 06, 2013 | Feb. 19, 2013 | Jan. 23, 2013 | Nov. 02, 2012 |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued through Private Placement Offering, Amount | $50,000 | $339,500 | $5,000 | $10,000 | $10,000 | $12,000 | $24,000 | $10,000 | $10,000 | $5,000 | $30,000 | $233,500 | $100,000 | $20,000 | $20,000 |
Stock issued through Private Placement Offering, Share Price | $1 | ' | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | $1 | ' | $1 | $1 | $1 |
Stock issued through Private Placement Offering, Shares | 50,000 | ' | 5,000 | 10,000 | 10,000 | 12,000 | 24,000 | 10,000 | 10,000 | 5,000 | 30,000 | ' | 100,000 | 20,000 | 20,000 |