Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | Nov. 22, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | BIONOVATE TECHNOLOGIES CORP. | |
Entity Central Index Key | 1,575,420 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | As used in this Amendment No. 2 on Form 10-Q for the quarter ended March 31, 2017 (the "Form 10-Q/A"), the terms "Company", "our", "us" or "we" refer to Bionovate Technologies Corp., formerly MJP International Ltd. This Form 10-Q/A is being submitted solely to file Exhibits 101 to the Form 10-Q/A Amendment No. 1 filed on June 27, 2018 in accordance with Rule 405 of Regulation ST. On December 21, 2017, subsequent to the filing of the Original Report, the Company changed its name to Bionovate Technologies Corp. This Form 10-Q/A has not been updated throughout to reflect the updated name. Our principal executive officer and principal financial officer has also provided new certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are included in this Form 10-Q/A as Exhibits 31.1 and 32.1. For the convenience of the reader, this Form 10-Q/A sets forth the information in the Original Report as well as Amendment No. 1 in its entirety, as such information is modified and superseded where necessary to reflect the restatement and related revisions. Except as provided above, this Form 10-Q/A does not reflect events occurring after the filing of the Original Report and does not amend or otherwise update any information in the Original Report. Accordingly, this Form 10-Q/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Report with the SEC. | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Trading Symbol | mjpi | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,970,000 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Current Assets | ||
Cash | $ 936 | |
Total Current Assets | 936 | |
TOTAL ASSETS | 0 | 936 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 36,985 | 21,089 |
Due to related parties (Note 8) | 147,848 | 130,482 |
Convertible notes payable (Note 7) | 31,103 | |
Total Current Liabilities | 215,936 | 151,571 |
TOTAL LIABILITIES | 215,936 | 151,571 |
Stockholders' Deficit | ||
Preferred stock: 90,000,000 authorized; $0.0001 par value - no shares issued and outstanding | ||
Common stock: 100,000,000 authorized; $0.0001 par value12,970,000 and 16,108,500 shares issued and outstanding, respectively | 1,297 | 1,611 |
Additional paid in capital | 357,675 | 112,195 |
Accumulated other comprehensive income | 18,286 | 15,692 |
Accumulated deficit | (593,194) | (280,133) |
Total Deficit | (215,936) | (150,635) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 936 |
CONDENSED INTERIM CONSOLIDATED3
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
Condensed Interim Consolidated Balance Sheets Parenthetical | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 12,970,000 | 16,108,500 |
Common stock, shares outstanding | 12,970,000 | 16,108,500 |
Preferred stock, shares authorized | 90,000,000 | 90,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED INTERIM CONSOLIDATED4
CONDENSED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Interim Consolidated Statement Of Operations | ||||
Revenues | $ 1,658 | $ 5,386 | $ 3,450 | |
Cost of goods sold | 1,452 | 4,480 | 2,886 | |
Gross profit | 206 | 906 | 564 | |
Operating Expenses | ||||
General and administration | 21,502 | 5,381 | 31,468 | 18,999 |
Professional | 8,079 | 5,228 | 49,914 | 8,415 |
Total operating expenses | 29,581 | 10,609 | 81,382 | 27,414 |
Net loss from operations | (29,581) | (10,403) | (80,476) | (26,850) |
Other income (expense) | ||||
Interest expense | (33,001) | (34,496) | ||
Foreign exchange (Note 3) | 658 | |||
Impairment of intangible assets and goodwill (Note 5) | (226,007) | |||
Gain from disposal of subsidiaries (Note 6) | 32,608 | |||
Total other expense | (33,001) | (227,237) | ||
Net loss before taxes | (62,582) | (10,403) | (307,713) | (26,850) |
Discontinued operations | ||||
Loss from discontinued operation (Note 6) | (4,488) | (4,488) | ||
Gain from sale of investment (Note 6) | 21,359 | 21,359 | ||
Gain from Discontinued Operations | 16,871 | 16,871 | ||
Net Income (loss) | (45,711) | (10,403) | (290,842) | (26,850) |
Net Income (loss) attributable to the non-controlling interest | (898) | |||
Net Income (loss) attributable to MJP International Ltd. | (45,711) | (10,403) | (289,944) | (26,850) |
Comprehensive Income (loss) | ||||
Comprehensive Income (loss) | (45,711) | (10,403) | (289,944) | (26,850) |
Foreign currency adjustment | (1,182) | (8,648) | 2,594 | 3,583 |
Comprehensive Loss | $ (46,893) | $ (19,051) | $ (287,350) | $ (23,267) |
Basic and dilutive income (loss) per share | ||||
Continuing operations | $ 0 | $ 0 | $ 0.02 | $ 0 |
Discontinuing operations | 0 | 0 | ||
Net income (loss) | $ 0 | $ 0 | $ 0.02 | $ 0 |
Weighted average number of shares outstanding | 12,970,000 | 16,108,500 | 15,140,712 | 16,108,500 |
CONDENSED INTERIM CONSOLIDATED5
CONDENSED INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, Amount at Jun. 30, 2015 | $ 1,611 | $ 112,195 | $ 11,645 | $ (241,772) | $ (116,321) | |
Beginning balance, Shares at Jun. 30, 2015 | 16,108,500 | |||||
Foreign currency translation | 4,047 | 4,047 | ||||
Net income | (38,361) | (38,361) | ||||
Ending balance, Shares at Jun. 30, 2016 | 16,108,500 | |||||
Beginning balance, Amount at Jun. 30, 2016 | $ 1,611 | 112,195 | 15,692 | (280,133) | (150,635) | |
Share issuance per assets acquisition, Amount | $ 400 | 199,600 | $ 200,000 | |||
Share issuance per assets acquisition, Shares | 4,000,000 | 4,000,000 | ||||
Share repurchase (Note 6), Amount | $ (650) | $ (650) | ||||
Share repurchase (Note 6), Shares | (6,500,000) | |||||
Share repurchase (Note 9), Amount | $ (64) | (23,117) | (23,181) | |||
Share repurchase (Note 9), shares | (638,500) | |||||
Non-controlling interest | (2,678) | (2,678) | ||||
Deconsolidation (Note 6) | 3,576 | 3,576 | ||||
Beneficial conversion feature (Note 7) | 45,880 | 45,880 | ||||
Foreign currency translation | 2,594 | 2,594 | ||||
Net income | (289,944) | $ (898) | (290,842) | |||
Ending balance, Amount at Mar. 31, 2017 | $ 1,297 | $ 357,675 | $ 18,286 | $ (593,194) | $ (215,936) | |
Ending balance, Shares at Mar. 31, 2017 | 12,970,000 |
CONDENSED INTERIM CONSOLIDATED6
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) from continued operations | $ (307,713) | $ (26,850) |
Loss from discontinued operation | (4,488) | |
Gain from sale of investment | 21,359 | |
Net income (loss) | (290,842) | (26,850) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of debt discount | 31,122 | |
Impairment of intangible assets and goodwill | 226,007 | |
Gain from disposal of subsidiaries | (32,608) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 8,372 | (10,235) |
Due to related parties | 69,361 | 37,219 |
Net cash provided by (used in) continuing operating activities | 11,412 | 134 |
Net cash provided by (used in) discontinuing operating activities | (4,994) | |
Net cash provided by (used in) operating activities | 6,418 | 134 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash from acquisition | 3,754 | |
Disposal of subsidiaries | (1,406) | |
Net cash provided by continuing investing activities | 2,348 | |
Net cash provided by discontinuing investing activities | 4,716 | |
Net cash provided by investing activities | 7,064 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan payable | 5,593 | |
Common stock repurchases | (23,181) | |
Net cash used in financing activities | (17,588) | |
Effect of exchange rate changes on cash | 3,170 | (20) |
Net increase in cash and cash equivalents | (936) | 114 |
Cash and cash equivalents, beginning of period | 936 | |
Cash and cash equivalents, end of period | 114 | |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
4,000,000 shares issued due to assets acquisition | 200,000 | |
6,500,000 shares cancelled due to disposal of subsidy | 650 | |
Net assets acquired from Energy Alliance | 84,000 | |
Net liabilities acquired from Energy Alliance | (19,290) | |
Net assets acquired from HEAL | 4,498 | |
Net liabilities acquired from HEAL | (15,215) | |
Convertible note exchanged for due to related parties | 27,670 | |
Beneficial conversion feature | $ 45,880 |
CONDENSED INTERIM CONSOLIDATED7
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Mar. 31, 2017shares | |
Condensed Interim Consolidated Statement Of Cash Flows Parenthetical | |
Share issuance per assets acquisition, shares | 4,000,000 |
Share cancellation, shares | 6,500,000 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS | MJP International Ltd. (“MJP”, the “Company”, or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012. The Corporation were formed and organized to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, the Corporation have set up an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. The Corporation have set out further details of the acquisition below as well as in Notes 3 and 4 to these condensed interim consolidated financial statements. On February 5, 2016, Energy Alliance Labs Inc. (“Energy Alliance”), incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”) from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of MJP own 80% of the issued and outstanding shares of HEAL. On October 28, 2016, MJP entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby MJP issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of MJP. On January 1, 2017, MJP entered into transfer agreement with Liao Zu Guo, whereby MJP transferred 100% of issued and outstanding equity interests of Energy Alliance for $20,000 and agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239. Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606. Going Concern These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim consolidated financial statements, which do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At March 31, 2017, the Corporation had not yet achieved profitable operations and has an accumulated loss of $593,194 since inception. The Corporation expects to incur further losses, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - BASIS OF PRESENTATION | The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2016. These condensed interim consolidated financial statements include the Corporation’s wholly owned subsidiaries MJP Lighting Solutions Ltd., MJP Holdings Ltd. and Energy Alliance Lab Inc., and Human Energy Alliance Laboratories Corp., which is 80% owned by Energy Alliance. All subsidiaries were disposed during the nine months ended March 31, 2017. All inter-company accounts and transactions before the Company disposed of these subsidiaries have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed consolidated interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Corporation considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Business Combination In our accounting for business combinations, judgment is required in determining whether an intangible asset is identifiable, and should be recorded separately from goodwill. Additionally, estimating the acquisition date fair values of the identifiable assets acquired and liabilities assumed involves considerable management judgment. The necessary measurements are based on information available on the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. These judgments, estimates, and assumptions can materially affect our financial position and profit for several reasons, including the following: - Subsequent negative changes in the estimated fair values of assets may result in additional expense from impairment charges. - Subsequent changes in the estimated fair values of liabilities and provisions may result in additional expense (if increasing the estimated fair value) or additional income (if decreasing the estimated fair value). Impairment of Long-Lived Assets and Goodwill Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, or whenever events or changes in circumstances indicate that goodwill or intangible assets may be impaired. The Corporation initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Corporation determines it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the Corporation performs a first step by comparing the book value of net assets to the fair value of the Corporation’s single reporting unit. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. There was impairment of long-lived assets or goodwill in the amount of $226,007 during the nine months ended March 31, 2017. Foreign Currency Translation The functional currency of the Corporation and its former subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. is Canadian dollars (“C$”). The functional currency of both Energy Alliance and HEAL is the US Dollar. The Corporation maintains its financial statements in United States currency (“US dollars”). (i) Foreign currency transactions Transactions in foreign currencies are initially recorded by the Corporation and its subsidiaries at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statement of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. (ii) Foreign operations The assets and liabilities of foreign operations are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into US dollars at exchange rates at the dates of the transactions. Foreign currency adjustment are recognized in other comprehensive income in the accumulated other comprehensive income (loss). Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences. During the nine months ended March 31, 2017, the Corporation wound up MJP Lighting Solutions Ltd. and MJP Holdings Ltd. The Corporation transferred accumulated other comprehensive income from foreign exchange gains or losses totaling $658 to other income. Revenue Recognition The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery. Fair Value of Financial Instrument The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Corporation records a Beneficial Conversion Feature (the “BCF”) and related debt discount. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Basic and Diluted Loss per Common Stock FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. During the nine months ended March 31, 2017 certain shareholders of the Corporation returned a total of 6,500,000 shares of common stock for cancelation, the impact of which was anti-dilutive, and therefore, not presented herein. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASI 2016-02 will have on the consolidated financial position and the consolidated results of operations. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is still assessing the impact that the adoption of ASI 2016-09 will have on the consolidated financial position and the consolidated results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2020), including interim periods within those fiscal years, with early adoption permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position. In August 2016, the Financial Accounting Standards Board (“FASB) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2018), and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position. In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Corporation has adopted all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RESTATEMENT
RESTATEMENT | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - RESTATEMENT | Subsequent to the filing of the March 31, 2017 Form 10Q, the Company determined that there was an error in the calculations for a convertible note issued during the quarter, as well as the calculation for gain (loss) on disposal and dissolution of subsidiaries. As a result of this error, the Company has restated its unaudited Consolidated Statement of Financial Statements for the nine months ended March 31, 2017. The following table summarizes the restatement changes made to the Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows for the six months ended March 31, 2017 previously filed: Consolidated Balance Sheets Originally Restatement Reported Adjustment As Restated Accounts payable and accrued liabilities $ 36,683 $ 302 $ 36,985 Due to related parties $ 166,087 $ (18,239 ) $ 147,848 Convertible note $ 27,670 $ 3,433 $ 31,103 Additional paid-in capital $ 27,641 $ 330,034 $ 357,675 Accumulated deficit $ (277,664 ) $ (315,530 ) $ (593,194 ) Consolidated Statements of Operations Originally Restatement Reported Adjustment As Restated Interest expense <nine months ended March 31, 2017> $ (30,761 ) $ (3,735 ) $ (34,496 ) Interest expense <three months ended March 31, 2017> $ (30,761 ) $ (2,240 ) $ (33,001 ) Gain from disposal of subsidiaries <nine months ended March 31, 2017> $ 3,736,958 $ (3,704,350 ) $ 32,608 Gain from disposal of subsidiaries <three months ended March 31, 2017> $ - $ - $ - Consolidated Statements of Cash Flows Originally Restatement Reported Adjustment As Restated Net income $ 3,417,243 $ (3,708,085 ) $ (290,842 ) Gain from disposal of subsidiaries $ (3,736,958 ) $ 3,704,350 $ (32,608 ) Amortization of debt discount $ 27,689 $ 3,433 $ 31,122 Accounts payable and accrued liabilities $ 8,070 $ 302 $ 8,372 Non-Cash Investing and Financing Activities Beneficial conversion feature $ 27,641 $ 18,239 $ 45,880 |
ASSETS ACQUISITION AND BUSINESS
ASSETS ACQUISITION AND BUSINESS COMBINATION | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - ASSETS ACQUISITION AND BUSINESS COMBINATION | On February 5, 2016, Energy Alliance entered into an agreement to acquire 80% of the issued and outstanding equity interests of HEAL from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Energy Alliance was formed on February 5, 2016 for the purpose of acquiring HEAL. All of the issued and outstanding shares of Energy Alliance totaling 35,000,000 were owned by Mr. Liao Zu Gao. On October 28, 2016, the Corporation entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, where the Corporation issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of MJP. Subsequent to the transfer of cash, the previous shareholders of the Corporation own 80% of the issued and outstanding shares of HEAL through its wholly owned subsidiary, Energy Alliance. The definition of a business under ASC 805-10-55 consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Based on the criteria set out in ASC 805-10-55 the Company determined Energy Alliance, which was formed for the sole purpose of acquiring HEAL, does not constitute a business and accordingly, accounted this acquisition of Energy Alliance as an acquisition of assets. The acquisition of Energy Alliance was accounted for as follows: Consideration given up: Share issued: 4,000,000 Market price of MJP’s shares on October 28, 2016 $ 0.05 Fair value of equity instrument issued $ 200,000 Assets acquired/liabilities assumed: Total assets $ 84,000 Total liabilities $ (19,290 ) Recognized intangible assets $ 135,290 Total $ 200,000 The Corporation recognized an intangible asset with an indefinite useful life of $135,290 representing the value of the unexecuted purchase agreement that Energy Alliance holds in HEAL at the time of acquisition by MJP. The Corporation treated the acquisition of HEAL as business combination. Consideration given up: October 28, 2016 $ Cash: 80,000 Allocation of purchases price: Cash and cash equivalents 3,754 Inventory 1,869 Liabilities assumed: Accounts payable (8,300 ) Estimated warranty liabilities (3,254 ) Advances from Energy Alliance (4,000 ) Loan payable (3,464 ) Net assets acquired (13,395 ) Allocated to non-controlling interest 2,678 Intangible assets and goodwill 90,717 The preliminary purchase price allocation of HEAL is shown above. The final purchase price allocation will be determined when the Company has completed detailed valuations. The final purchase price allocation may differ from these estimates and could be materially different from the preliminary allocation used above. The Corporation recognized goodwill of HEAL of $90,717 and recorded non-controlling interest of ($2,678) which reflects income attributable to the non-controlling interest in HEAL. Goodwill of $90,717 is not deductible for income tax purposes. The amount of HEAL’s revenue and net loss from operations included in the Corporation’s condensed consolidated interim statements of operations and comprehensive loss for the three and nine months ended March 31, 2017 are as follows: Three months ended Nine months ended March 31, March 31, 2017 2017 Revenue $ - $ 1,941 Net loss $ (4,581 ) $ (11,779 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - GOODWILL AND INTANGIBLE ASSETS | The Corporation follows the GAAP methodology to determine impairment of goodwill and intangible assets. Step one recoverability test: Impairment must be recognized when the carrying value of the assets exceeds the undiscounted future cash flows from their use and disposal. Step two Loss measurement: The excess of the carrying amount over the fair value of the assets. If the fair value is not available, the present value of future cash flows discounted at the firm’s incremental borrowing rate should be used. During the period ended December 31, 2016 management conducted a test for impairment of goodwill and intangible assets. As a result of certain indicators including a substantive decline in revenue year over year representing over 2/3 loss in gross revenues, with no discernable timeframe for recovery, or large recurring customer purchases or customer relationships and as a result of an analysis of future discounted cash flows, management of the Corporation determined to impair intangible assets and goodwill fully as of December 31, 2016. |
DISPOSAL OF SUBSIDIARIES
DISPOSAL OF SUBSIDIARIES | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - DISPOSAL OF SUBSIDIARIES | The Company disposed of the below subsidiaries in order to focus its efforts on other opportunities. No opportunities have been identified as of March 31, 2017. On October 4, 2016, the Corporation filed a Certification of Dissolution of MJP Holdings Ltd. Upon the dissolution MJP Holdings Ltd, the Corporation recorded gain on disposal of $33,436(C$44,007). On November 28, 2016, the Corporation signed a share exchange agreement between the Corporation, MJP Lighting Solution Ltd., and Chris Tong Tang and Zhao Hui Ma whereby all parties agreed to exchange 100% of the issued and outstanding securities of MJP Lighting Solutions Ltd., belonging to MJP, for the return the 6,500,000 shares, belonging to Chris Tong Tang and Zhao Hui Ma, to MJP’s treasury for cancellation. As of November 28, 2016, the financial position is below: MJP Lighting Solution Ltd. Net Assets $ 1,406 Net Liabilities $ (3,969 ) Consideration given up: Share price on November 28, 2016 $ 0.57 Fair value of reacquired stock $ 650 ) Gain on disposal $ 3,213 The Corporation has written off and included in gain on disposal the amount of $4,041 due to uncollectable receivables from above subsidiaries. On January 1, 2017, MJP entered into transfer agreement with Liao Zu Guo, whereby MJPI transferred 100% of issued and outstanding equity interests of Energy Alliance for consideration of $20,000 and assumption of debt of $28,239 for past services provided by Executive to the Company. There is no planned future involvement with Energy Alliance, however Liao Zu Guo continues to hold a position on the board of directors During the nine months ended March 31, 2017, the Company recorded a gain on the sale of $21,359. The Company has no continuing involvement in the operations of Energy Alliance and its subsidiary HEAL. The sale of Energy Alliance qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Energy Alliance operations from its Statements of Operations and Comprehensive Income (Loss) to present this business in discontinued operations. The following table shows the results of operations of Energy Alliance and HEAL for the period ended January 1, 2017 which are included in the loss from discontinued operations: January 1, 2017 Revenue $ 1,987 Cost of goods sold 923 Gross profit 1,064 General & administration 5,352 Professional fees 200 Operating loss (4,488 ) Gain from sale of Energy Alliance 21,359 Gain from discontinued operations $ 16,871 The following table shows the carrying amounts of the major classes of assets and liabilities associated with Energy Alliance and its subsidiary HEAL as of the January 1, 2017. January 1, 2017 Cash $ 15,284 Inventory 1,010 Accounts payable (6,771 ) Credit card (2,549 ) Due to related party (28,239 ) Loan payable (9,057 ) Estimated warranty liabilities (2,852 ) Net liabilities (33,174 ) Non-controlling interest 3,576 Assumption of due to related party (28,239 ) Consideration for past services s provided by Executive to the company 20,000 Gain on sale of Energy Alliance $ 21,359 |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - CONVERTIBLE NOTE | On November 1, 2016, the Company issued a convertible note with a conversion price of $0.005 to extinguish debt of $18,239. The convertible note is unsecured, bears interest at 4% per annum and due and payable on November 1, 2017. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $18,239 and amortized $3,433 for the nine months ended March 31, 2017. As of March 31, 2017, the Company had a convertible note of $18,239. During the nine months ended March 31, 2017, the Company recognized interest expense of $302. On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to relates parties of $10,000. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $10,000 and amortized $10,000 for the nine months ended March 31, 2017. As of March 31, 2017, the Company had a convertible note of $10,000. During the nine months ended March31, 2017, the Company recognized interest expense of $1,110. On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $14,289. The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $14,289 and amortized $14,289 for the nine months ended March 31, 2017. As of March 31, 2017, the Company had a convertible note of $14,289. During the nine months ended March31, 2017, the Company recognized interest expense of $1,585. On January 1, 2017, the Company issued a convertible note with a conversion price of $0.005 to extinguish amounts due to related parties of $3,352 (Canadian dollar (“CAD”) $4,500). The convertible note is unsecured, bears interest at 45% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $3,352 (CAD $4,500) and amortized $3,400 (CAD $4,500) for the nine months ended March 31, 2017. As of March 31, 2017, the Company had a convertible note of $3,381 (CAD $4,500). The difference of amount was a result of change of exchange rate. During the nine months ended March31, 2017, the Company recognized interest expense of $377 (CAD $499). |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 9 - DUE TO RELATED PARTIES | As at March 31, 2017, the Corporation was obligated to shareholders for funds advanced to the Corporation for working capital. During the nine months ended March 31, 2017, the Corporation borrowed a total amount of $69,361 from shareholders. On January 1, 2017, the Corporation agreed to assume the debt of Energy Alliance owed to the Liao Zu Guo in the aggregate amount of $28,239 (Note 6). The advances are unsecured, non-interest bearing and no payback schedule has been established. On January 1, 2017, the Corporation issued convertible notes to repay the amount owed to related parties in the aggregate amount of $27,641 (Note 7). The advances are unsecured, non-interest bearing and no payback schedule has been established. During the nine months ended March 31, 2017, the Company repaid $27,670 by convertible note (Note 7). As of March 31, 2017, and June 30, 2016, the Corporation owed related parties $147,848 and $130,482, respectively. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - CAPITAL STOCK | On October 28, 2016, MJP International Ltd. issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. On November 28, 2016, Chris Tong Tang and Zhao Hui Ma returned the 6,500,000 shares to MJP’s treasury for cancellation (Note 6). During the nine months ended March 31, 2017, the Corporation purchased back 600,000 shares at $0.03424 (C$0.05) per share and 38,500 shares at $0.06848 (C$0.10). As at March 31, 2017, there were no warrants or options outstanding. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 11 - RISKS AND UNCERTAINTIES | A number of potential risks and uncertainties exist which could have a material impact on the Corporation’s performance causing actual results to differ materially from expected results. The Corporation has recently completed a change in business acquiring a controlling interest in an operating business in developing and distributing green technologies which has limited historical financial results and is not yet profitable. There is no guarantee the Corporation will be able to expand this business in order to achieve profitable operations. Further, as part of the aforementioned change in business the Corporation’s corporate structure has changed so that we have retained new management who also own a substantial portion of the Corporation’s issued and outstanding common stock, effectively providing control of the future operations of the Corporation. Risk Management The Company’s cash balances are maintained in the US with a US bank and are insured up to $100,000 by the FDIC. Concentrations of credit risk: Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. The Company does not have a risk of doubtful accounts from accounts receivable as all product orders are paid in full prior to shipment. Market risk: Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns: i) Currency risk: The Company’s largest non-monetary assets are its resources interest in the United States. The Company could accordingly be at risk for foreign currency fluctuations and developing legal and political environments. The Company does not maintain significant cash or monetary assets or liabilities in the United States. ii) Commodity price risk: The Company has no commodity price risk at this time. iii) Interest rate risk: Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has limited variable rate debt, and considers its risk of exposure to interest rate risk or interest expense to be minimal at this time. The Company had no interest rate swap or financial contracts in place at March 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Cash and Cash Equivalents | For purposes of reporting within the statements of cash flows, the Corporation considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Business Combination | In our accounting for business combinations, judgment is required in determining whether an intangible asset is identifiable, and should be recorded separately from goodwill. Additionally, estimating the acquisition date fair values of the identifiable assets acquired and liabilities assumed involves considerable management judgment. The necessary measurements are based on information available on the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. These judgments, estimates, and assumptions can materially affect our financial position and profit for several reasons, including the following: - Subsequent negative changes in the estimated fair values of assets may result in additional expense from impairment charges. - Subsequent changes in the estimated fair values of liabilities and provisions may result in additional expense (if increasing the estimated fair value) or additional income (if decreasing the estimated fair value). |
Impairment of Long-Lived Assets and Goodwill | Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, or whenever events or changes in circumstances indicate that goodwill or intangible assets may be impaired. The Corporation initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Corporation determines it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the Corporation performs a first step by comparing the book value of net assets to the fair value of the Corporation’s single reporting unit. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. There was impairment of long-lived assets or goodwill in the amount of $226,007 during the nine months ended March 31, 2017. |
Foreign Currency Translation | The functional currency of the Corporation and its former subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. is Canadian dollars (“C$”). The functional currency of both Energy Alliance and HEAL is the US Dollar. The Corporation maintains its financial statements in United States currency (“US dollars”). (i) Foreign currency transactions Transactions in foreign currencies are initially recorded by the Corporation and its subsidiaries at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statement of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. (ii) Foreign operations The assets and liabilities of foreign operations are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into US dollars at exchange rates at the dates of the transactions. Foreign currency adjustment are recognized in other comprehensive income in the accumulated other comprehensive income (loss). Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences. During the nine months ended March 31, 2017, the Corporation wound up MJP Lighting Solutions Ltd. and MJP Holdings Ltd. The Corporation transferred accumulated other comprehensive income from foreign exchange gains or losses totaling $658 to other income. |
Revenue Recognition | The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery. |
Fair Value of Financial Instrument | The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Corporation applies FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments. |
Beneficial Conversion Feature | For conventional convertible debt where the rate of conversion is below market value, the Corporation records a Beneficial Conversion Feature (the “BCF”) and related debt discount. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Basic and Diluted Loss per Common Stock | FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. During the nine months ended March 31, 2017 certain shareholders of the Corporation returned a total of 6,500,000 shares of common stock for cancelation, the impact of which was anti-dilutive, and therefore, not presented herein. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASI 2016-02 will have on the consolidated financial position and the consolidated results of operations. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is still assessing the impact that the adoption of ASI 2016-09 will have on the consolidated financial position and the consolidated results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2020), including interim periods within those fiscal years, with early adoption permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position. In August 2016, the Financial Accounting Standards Board (“FASB) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2018), and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position. In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Corporation has adopted all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Summary of Restated Consolidated Statement of Financial Statements | Consolidated Balance Sheets Originally Restatement Reported Adjustment As Restated Accounts payable and accrued liabilities $ 36,683 $ 302 $ 36,985 Due to related parties $ 166,087 $ (18,239 ) $ 147,848 Convertible note $ 27,670 $ 3,433 $ 31,103 Additional paid-in capital $ 27,641 $ 330,034 $ 357,675 Accumulated deficit $ (277,664 ) $ (315,530 ) $ (593,194 ) Consolidated Statements of Operations Originally Restatement Reported Adjustment As Restated Interest expense <nine months ended March 31, 2017> $ (30,761 ) $ (3,735 ) $ (34,496 ) Interest expense <three months ended March 31, 2017> $ (30,761 ) $ (2,240 ) $ (33,001 ) Gain from disposal of subsidiaries <nine months ended March 31, 2017> $ 3,736,958 $ (3,704,350 ) $ 32,608 Gain from disposal of subsidiaries <three months ended March 31, 2017> $ - $ - $ - Consolidated Statements of Cash Flows Originally Restatement Reported Adjustment As Restated Net income $ 3,417,243 $ (3,708,085 ) $ (290,842 ) Gain from disposal of subsidiaries $ (3,736,958 ) $ 3,704,350 $ (32,608 ) Amortization of debt discount $ 27,689 $ 3,433 $ 31,122 Accounts payable and accrued liabilities $ 8,070 $ 302 $ 8,372 Non-Cash Investing and Financing Activities Beneficial conversion feature $ 27,641 $ 18,239 $ 45,880 |
ASSETS ACQUISITION AND BUSINE21
ASSETS ACQUISITION AND BUSINESS COMBINATION (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Assets Acquisition And Business Combination Tables | |
Schedule of acquisition of business consideration | Consideration given up: Share issued: 4,000,000 Market price of MJP’s shares on October 28, 2016 $ 0.05 Fair value of equity instrument issued $ 200,000 Assets acquired/liabilities assumed: Total assets $ 84,000 Total liabilities $ (19,290 ) Recognized intangible assets $ 135,290 Total $ 200,000 |
Schedule of assets acquired/liabilities assumed | Consideration given up: October 28, 2016 $ Cash: 80,000 Allocation of purchases price: Cash and cash equivalents 3,754 Inventory 1,869 Liabilities assumed: Accounts payable (8,300 ) Estimated warranty liabilities (3,254 ) Advances from Energy Alliance (4,000 ) Loan payable (3,464 ) Net assets acquired (13,395 ) Allocated to non-controlling interest 2,678 Intangible assets and goodwill 90,717 |
Schedule of business consideration purchases price allocation | Three months ended Nine months ended March 31, March 31, 2017 2017 Revenue $ - $ 1,941 Net loss $ (4,581 ) $ (11,779 ) |
DISPOSAL OF SUBSIDIARIES (Table
DISPOSAL OF SUBSIDIARIES (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disposal Of Subsidiaries Tables | |
Schedule of financial position of subsidiaries | MJP Lighting Solution Ltd. Net Assets $ 1,406 Net Liabilities $ (3,969 ) Consideration given up: Share price on November 28, 2016 $ 0.57 Fair value of reacquired stock $ 650 ) Gain on disposal $ 3,213 |
Schedule of loss from discontinued operation | January 1, 2017 Revenue $ 1,987 Cost of goods sold 923 Gross profit 1,064 General & administration 5,352 Professional fees 200 Operating loss (4,488 ) Gain from sale of Energy Alliance 21,359 Gain from discontinued operations $ 16,871 |
Schedule of major classes of assets and liabilities | January 1, 2017 Cash $ 15,284 Inventory 1,010 Accounts payable (6,771 ) Credit card (2,549 ) Due to related party (28,239 ) Loan payable (9,057 ) Estimated warranty liabilities (2,852 ) Net liabilities (33,174 ) Non-controlling interest 3,576 Assumption of due to related party (28,239 ) Consideration for past services s provided by Executive to the company 20,000 Gain on sale of Energy Alliance $ 21,359 |
NATURE AND CONTINUANCE OF OPE23
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | Feb. 05, 2016 | Oct. 28, 2016 | Mar. 31, 2017 | Nov. 28, 2016 | Jun. 30, 2016 |
State of incorporation | Nevada | ||||
Date of incorporation | Oct. 24, 2012 | ||||
Accumulated loss | $ (593,194) | $ (280,133) | |||
Human Energy Alliance Laboratories Corp [Member] | |||||
Issued and outstanding equity interests | 80.00% | ||||
Cash for acquisition of shares | $ 80,000 | ||||
Share Exchange Agreement [Member] | |||||
Issued and outstanding equity interests | 100.00% | ||||
Number of common shares in exchange for issued and outstanding equity interests | 4,000,000 | ||||
January 1, 2017 [Member] | |||||
Debt, aggregate amount | $ (28,239) | ||||
Liao Zu Guo [Member] | Share Exchange Agreement [Member] | |||||
Issued and outstanding equity interests | 100.00% | ||||
Number of common shares in exchange for issued and outstanding equity interests | 4,000,000 | ||||
MJP Holdings Ltd [Member] | |||||
Issued and outstanding equity interests | 100.00% | ||||
MJP Holdings Ltd [Member] | Liao Zu Guo [Member] | January 1, 2017 [Member] | |||||
Issued and outstanding equity interests | 100.00% | ||||
Debt Instrument, convertible carrying amount of equity component | $ 20,000 | ||||
Debt, aggregate amount | $ 28,239 | ||||
MJP International Ltd [Member] | |||||
Issued and outstanding equity interests | 80.00% | ||||
MJP International Ltd [Member] | January 1, 2017 [Member] | |||||
Issued and outstanding equity interests | 100.00% |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | Mar. 31, 2017 |
Basis Of Presentation Details Narrative | |
Percentage of wholly owned subsidiaries | 80.00% |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Impairment of long-lived assets or goodwill | $ 226,007 | |||
Foreign exchange gains or losses | $ 658 | |||
Cancelation of common stock | 6,500,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Accounts payable and accrued liabilities | $ 36,985 | $ 21,089 |
Due to related parties | 147,848 | 130,482 |
Convertible note | 31,103 | |
Additional paid-in capital | 357,675 | 112,195 |
Accumulated deficit | (593,194) | $ (280,133) |
Originally Reported [Member] | ||
Accounts payable and accrued liabilities | 36,683 | |
Due to related parties | 166,087 | |
Convertible note | 27,670 | |
Additional paid-in capital | 27,641 | |
Accumulated deficit | (277,664) | |
Restatement Adjustment [Member] | ||
Accounts payable and accrued liabilities | 302 | |
Due to related parties | (18,239) | |
Convertible note | 3,433 | |
Additional paid-in capital | 330,034 | |
Accumulated deficit | $ (315,530) |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Interest expense | $ 33,001 | $ 34,496 | ||
Gain from disposal of subsidiaries | 32,608 | |||
Originally Reported [Member] | ||||
Interest expense | (30,761) | (30,761) | ||
Gain from disposal of subsidiaries | (3,736,958) | |||
Restatement Adjustment [Member] | ||||
Interest expense | (2,240) | (3,735) | ||
Gain from disposal of subsidiaries | $ 3,704,350 |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ (290,842) | $ (26,850) | ||
Gain from disposal of subsidiaries | 32,608 | |||
Amortization of debt discount | 31,122 | |||
Accounts payable and accrued liabilities | 8,372 | (10,235) | ||
Non-Cash Investing and Financing Activities | ||||
Beneficial conversion feature | 45,880 | |||
Originally Reported [Member] | ||||
Net income | 3,417,243 | |||
Gain from disposal of subsidiaries | (3,736,958) | |||
Amortization of debt discount | 27,689 | |||
Accounts payable and accrued liabilities | 8,070 | |||
Non-Cash Investing and Financing Activities | ||||
Beneficial conversion feature | 27,641 | |||
Restatement Adjustment [Member] | ||||
Net income | (3,708,085) | |||
Gain from disposal of subsidiaries | 3,704,350 | |||
Amortization of debt discount | 3,433 | |||
Accounts payable and accrued liabilities | 302 | |||
Non-Cash Investing and Financing Activities | ||||
Beneficial conversion feature | $ 18,239 |
ASSETS ACQUISITION AND BUSINE29
ASSETS ACQUISITION AND BUSINESS COMBINATION (Details) | Mar. 31, 2017USD ($)$ / sharesshares |
Consideration given up: | |
Share issued | shares | 4,000,000 |
Market price of MJP's shares on October 28, 2016 | $ / shares | $ 0.05 |
Fair value of equity instrument issued | $ 200,000 |
Assets acquired/liabilities assumed: | |
Total assets | 84,000 |
Total liabilities | (19,290) |
Recognized intangible assets | 135,290 |
Total | $ 200,000 |
ASSETS ACQUISITION AND BUSINE30
ASSETS ACQUISITION AND BUSINESS COMBINATION (Details 1) | 1 Months Ended |
Oct. 28, 2016USD ($) | |
Consideration given up: | |
Cash: | $ 80,000 |
Allocation of purchases price: | |
Cash and cash equivalents | 3,754 |
Inventory | 1,869 |
Liabilities assumed: | |
Accounts payable | (8,300) |
Estimated warranty liabilities | (3,254) |
Advances from Energy Alliance | (4,000) |
Loan payable | (3,464) |
Net assets acquired | (13,395) |
Allocated to non-controlling interest | 2,678 |
Intangible assets and goodwill | $ 90,717 |
ASSETS ACQUISITION AND BUSINE31
ASSETS ACQUISITION AND BUSINESS COMBINATION (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Assets Acquisition And Business Combination Details 2 | ||
Revenue | $ 1,941 | |
Net loss from operations | $ (4,581) | $ (11,779) |
ASSETS ACQUISITION AND BUSINE32
ASSETS ACQUISITION AND BUSINESS COMBINATION (Details Narrative) - USD ($) | Feb. 05, 2016 | Oct. 28, 2016 | Mar. 31, 2017 |
Intangible asset | $ 135,290 | ||
Allocated to non-controlling interest | $ 2,678 | ||
Intangible assets and goodwill | $ 90,717 | ||
Percentage of wholly owned subsidiaries | 80.00% | ||
Share Exchange Agreement [Member] | |||
Number of common shares in exchange for issued and outstanding equity interests | 4,000,000 | ||
Issued and outstanding equity interests | 100.00% | ||
Heal [Member] | |||
Allocated to non-controlling interest | $ (2,678) | ||
Intangible assets and goodwill | $ 90,717 | ||
Human Energy Alliance Laboratories Corp [Member] | |||
Business acquisition shares issued and outstanding | 35,000,000 | ||
Proceeds from equity interest | $ 80,000 | ||
Issued and outstanding equity interests | 80.00% |
DISPOSAL OF SUBSIDIARIES (Detai
DISPOSAL OF SUBSIDIARIES (Details) | 1 Months Ended |
Nov. 28, 2016USD ($)$ / shares | |
MJP Lighting Solution Ltd. | |
Net Assets | $ 1,406 |
Net Liabilities | $ (3,969) |
Consideration given up: | |
Share price on November 28, 2016 | $ / shares | $ 0.57 |
Fair value of reacquired stock | $ (650) |
Gain on disposal | $ 3,213 |
DISPOSAL OF SUBSIDIARIES (Det34
DISPOSAL OF SUBSIDIARIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 1,658 | $ 5,386 | $ 3,450 | |
Cost of goods sold | 1,452 | 4,480 | 2,886 | |
Gross profit | 206 | 906 | 564 | |
General & administration | 21,502 | 5,381 | 31,468 | 18,999 |
Professional fees | 8,079 | 5,228 | 49,914 | 8,415 |
Operating loss | (29,581) | (10,403) | (80,476) | (26,850) |
Gain from discontinued operations | $ 16,871 | 16,871 | ||
January 1, 2017 [Member] | ||||
Revenue | 1,987 | |||
Cost of goods sold | 923 | |||
Gross profit | 1,064 | |||
General & administration | 5,352 | |||
Professional fees | 200 | |||
Operating loss | (4,488) | |||
Gain from sale of Energy Alliance | 21,359 | |||
Gain from discontinued operations | $ 16,871 |
DISPOSAL OF SUBSIDIARIES (Det35
DISPOSAL OF SUBSIDIARIES (Details 2) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Due to related party | $ 147,848 | $ 130,482 |
Net liabilities | 215,936 | $ 151,571 |
Gain on sale of Energy Alliance | 21,359 | |
January 1, 2017 [Member] | ||
Cash | 15,284 | |
Inventory | 1,010 | |
Accounts payable | (6,771) | |
Credit card | (2,549) | |
Due to related party | (28,239) | |
Loan payable | (9,057) | |
Estimated warranty liabilities | (2,852) | |
Net liabilities | (33,174) | |
Non-controlling interest | 3,576 | |
Assumption of due to related party | (28,239) | |
Consideration for past services s provided by Executive to the company | 20,000 | |
Gain on sale of Energy Alliance | $ 21,359 |
DISPOSAL OF SUBSIDIARIES (Det36
DISPOSAL OF SUBSIDIARIES (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 28, 2016 | Mar. 31, 2017 | Oct. 04, 2016 | Feb. 05, 2016 | |
Gain on disposal | $ 33,436 | |||
Gain on sale of Energy Alliance | $ 21,359 | |||
January 1, 2017 [Member] | ||||
Assumption of due to related party | (28,239) | |||
Consideration for past services s provided by Executive to the company | 20,000 | |||
Gain on sale of Energy Alliance | $ 21,359 | |||
MJP Holdings Ltd [Member] | ||||
Issued and outstanding equity interests | 100.00% | |||
Due to uncollectable receivables | $ 4,041 | |||
MJP International Ltd [Member] | ||||
Issued and outstanding equity interests | 80.00% | |||
MJP International Ltd [Member] | January 1, 2017 [Member] | ||||
Issued and outstanding equity interests | 100.00% | |||
Energy Alliance [Member] | January 1, 2017 [Member] | ||||
Assumption of due to related party | $ 28,239 | |||
Consideration for past services s provided by Executive to the company | $ 20,000 | |||
Chris Tong Tang And Zhao Hui Ma [Member] | ||||
Stock returned to treasury for cancellation | 6,500,000 |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Convertible note beneficial conversion feature | $ 45,880 | |||
Amortized discount | 31,122 | |||
Interest expense | $ 33,001 | 34,496 | ||
Convertible Notes [Member] | ||||
Convertible note beneficial conversion feature | 10,000 | |||
Amortized discount | 10,000 | |||
Convertible note payable | $ 10,000 | 10,000 | ||
Interest expense | $ 1,110 | |||
Convertible Notes [Member] | November 1, 2016 [Member] | ||||
Convertible note conversion price | $ 0.005 | $ 0.005 | ||
Amount due to relates parties | $ 18,239 | $ 18,239 | ||
Convertible note bearing interest | 4.00% | |||
Maturity date | Nov. 1, 2017 | |||
Convertible note beneficial conversion feature | $ 18,239 | |||
Amortized discount | 3,433 | |||
Convertible note payable | $ 18,239 | 18,239 | ||
Interest expense | $ 302 | |||
Convertible Notes [Member] | January 1, 2017 [Member] | ||||
Convertible note conversion price | $ 0.005 | $ 0.005 | ||
Amount due to relates parties | $ 10,000 | $ 10,000 | ||
Convertible note bearing interest | 45.00% | |||
Convertible Notes One [Member] | ||||
Convertible note beneficial conversion feature | $ 14,289 | |||
Amortized discount | 14,289 | |||
Convertible note payable | $ 14,289 | 14,289 | ||
Interest expense | $ 1,585 | |||
Convertible Notes One [Member] | January 1, 2017 [Member] | ||||
Convertible note conversion price | $ 0.005 | $ 0.005 | ||
Amount due to relates parties | $ 14,289 | $ 14,289 | ||
Convertible note bearing interest | 45.00% | |||
Convertible Notes Two [Member] | ||||
Convertible note beneficial conversion feature | $ 3,352 | |||
Amortized discount | 3,400 | |||
Convertible note payable | $ 3,381 | 3,381 | ||
Interest expense | $ 377 | |||
Convertible Notes Two [Member] | January 1, 2017 [Member] | ||||
Convertible note conversion price | $ 0.005 | $ 0.005 | ||
Amount due to relates parties | $ 3,352 | $ 3,352 | ||
Convertible note bearing interest | 45.00% |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Due to related parties | $ 69,361 | $ 37,219 | |
Convertible notes payable | 31,103 | ||
Due to related parties | 147,848 | $ 130,482 | |
January 1, 2017 [Member] | |||
Convertible notes payable | 27,641 | ||
Due to related parties | $ (28,239) |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
Nov. 28, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Common stock, shares issued | 12,970,000 | 16,108,500 | |
Corporation [Member] | |||
Stock repurchased during period | 600,000 | ||
Purchase price per share | $ 0.03424 | ||
Corporation One [Member] | |||
Stock repurchased during period | 38,500 | ||
Purchase price per share | $ 0.06848 | ||
MJP Holdings Ltd [Member] | |||
Common stock, shares issued | 4,000,000 | ||
Common stock exchange for equity interest | 100.00% | ||
Chris Tong Tang And Zhao Hui Ma [Member] | |||
Stock returned to treasury for cancellation | 6,500,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details) | Mar. 31, 2017USD ($) |
Risks And Uncertainties Details | |
FDIC insured amount | $ 100,000 |