Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information | |
Entity Registrant Name | NANOANTIBIOTICS, INC. |
Entity Central Index Key | 1580149 |
Document Type | 10-Q |
Document Period End Date | 31-Mar-15 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -24 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Public Float | $0 |
Entity Common Stock, Shares Outstanding | 87,210,000 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2015 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
CURRENT ASSETS: | ||
Cash | $278,535 | $332,864 |
Prepaid assets | 3,500 | |
Total Current Assets | 282,035 | 332,864 |
TOTAL ASSETS | 282,035 | 332,864 |
CURRENT LIABILITIES: | ||
Accounts Payable | 650 | |
Accrued Payroll | 282,581 | 161,475 |
Total Current Liabilities | 283,231 | 161,475 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized; 87,210,000 shares issued and outstanding | 8,721 | 8,721 |
Capital in excess of par value | 514,485 | 514,485 |
Prepaid services paid for with common stock | -6,781 | -12,411 |
Accumulated deficit | -517,621 | -339,406 |
Total Stockholders' Equity | -1,196 | 171,389 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $282,035 | $332,864 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock Shares Issued | 87,210,000 | 87,210,000 |
Common stock, shares outstanding | 87,210,000 | 87,210,000 |
STATEMENTS_OF_OPERATION
STATEMENTS OF OPERATION (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
REVENUE: | ||||
Sales | ||||
COST OF GOODS SOLD | ||||
GROSS MARGIN | ||||
OPERATING EXPENSES | ||||
Research and development expenses | 19,409 | 3,400 | 49,419 | |
Payroll expenses | 40,369 | 121,562 | ||
Professional fees | 5,605 | 42,139 | ||
Selling, general and administrative expenses | 3,068 | 28,762 | 11,422 | 99,617 |
TOTAL OPERATING EXPENSES | 49,042 | 48,171 | 178,523 | 149,036 |
LOSS FROM OPERATIONS | -49,042 | -48,171 | -178,523 | -149,036 |
OTHER EXPENSE (INCOME) | ||||
Interest Expense | ||||
Interest income | -88 | -130 | -308 | -376 |
TOTAL OTHER EXPENSE (INCOME) | -88 | -130 | -308 | -376 |
NET LOSS | ($48,954) | ($48,041) | ($178,215) | ($148,660) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $0 | $0 | $0 | $0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 87,210,000 | 87,083,596 | 87,210,000 | 87,067,692 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (USD $) | Common Stock Shares | Capital in Excess of Par Value | Prepaid Services Paid with Common Sock | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2013 | $8,706 | $499,500 | ($17,510) | $490,696 | |
Beginning Balance (in shares) at Jun. 30, 2013 | 87,060,000 | ||||
Issuance of common stock for services | 15 | 14,985 | -12,411 | 2,589 | |
Issuance of common stock for services, (in shares) | 150,000 | ||||
Net Loss | -321,896 | -321,896 | |||
Ending Balance at Jun. 30, 2014 | 8,721 | 514,485 | -12,411 | -339,406 | 171,389 |
Ending Balance (in shares) at Jun. 30, 2014 | 87,210,000 | ||||
Amortization of common stock for services | 5,630 | 5,630 | |||
Net Loss | -178,215 | -178,215 | |||
Ending Balance at Mar. 31, 2015 | $8,721 | $514,485 | ($6,781) | ($517,621) | ($1,196) |
Ending Balance (in shares) at Mar. 31, 2015 | 87,210,000 |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($178,215) | ($148,660) |
Amortization of prepaid common stock for services | 5,630 | 719 |
Adjustments to reconcile net loss to net cash to cash used by operating activities: | ||
Increase in prepaid expenses | -3,500 | |
Accounts Payable | 650 | -12,500 |
Accrued Payroll | 121,106 | |
Net cash used by operating activities | -54,329 | -160,441 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | ||
Net cash provided by financing activities | ||
Net (decrease) increase in cash | -54,329 | -160,441 |
Cash, beginning of period | 332,864 | 505,696 |
Cash, end of period | 278,535 | 345,255 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest |
Background_Information
Background Information | 9 Months Ended | |
Mar. 31, 2015 | ||
Notes to Financial Statements | ||
Background Information | 1 | Background Information |
NanoAntibiotics, Inc. (the “Company”) is a development stage enterprise that was incorporated in the state of Nevada on April 10, 2013. To date, the Company’s activities have been limited to raising capital, organizational matters, and the structuring of its business plan. | ||
We are an early stage biotechnology company engaged in the discovery, development and commercialization of new classes of broad spectrum antibiotics for gram-negative and gram-positive bacterial infections, including some of the most difficult-to-treat Multi Drug Resistant Bacteria, also called “Superbugs.” Our drug discovery platform currently provides a multi-pronged level understanding of interactions between drug candidates and their bacterial targets and enables us to engineer antibiotics with enhanced characteristics to attack a Drug Resistant Bacteria with a multi-targeted approach. Our pharmaceutical compounds originated at Kard Scientific, Inc. (“Kard”), a preclinical contract research organization founded by our President Rajah Menon in 2002 and of which Mr. Menon is its principal shareholder. These compounds were composed and formulated by researchers at Kard who then conducted in-vitro studies. On October 3, 2013, Kard and Mr. Menon assigned all of their rights, formulations, and all studies and data related to efflux pump antibiotics to the Company. The candidates have only been studied in cell-based assays (in-vitro), but have not been studied in small animals (in-vivo) or animals with drug resistant bacteria for efficacy, efficiency and toxicity. For further development of these compounds we need to acquire or license certain nanotechnologies. During the past quarter and presently all our research and development has been put on hold while we negotiate licensing rights with universities and inventors licensing rights. We currently own all development and marketing rights to our products. We plan on contracting research and development of our technologies to third parties. The Company intends to file patent applications for each of these candidates as studies advance and funds become available. | ||
According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors' historical cost basis determined under GAAP. As such the cost basis carried on Kard’s books and records was zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the rights at its historical cost basis, which was at the historical cost basis of zero. Although the transfer was at $1, this amount was determined by the Company to be de-minimus and immaterial. | ||
The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan. |
Going_Concern
Going Concern | 9 Months Ended | |
Mar. 31, 2015 | ||
Notes to Financial Statements | ||
Going Concern | 2 | Going Concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three and nine months ended March 31, 2015, the Company had a net loss of $48,954 and $178,215, respectively. As of March 31, 2015, the Company has not earned any revenues. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of public equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 3 | Significant Accounting Policies |
Unaudited Interim Financial Statements | ||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements 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 consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | ||
Basis of Presentation | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Actual results could differ from those estimates. | ||
Cash | ||
Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our non-interest bearing cash balances were fully insured at March 31, 2015, and our interest bearing cash balances may exceed federally insured limits. | ||
Financial Instruments | ||
The Company’s financial instruments include cash and accounts payable. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items. | ||
Research and Development | ||
Research and development costs are charged to operations when incurred and are included in operating expenses. The company expensed $0 and $19,409 for research and development for the three months ended March 31, 2015 and 2014, respectively. The Company expensed $3,400 and $49,419 for the nine months ended March 31, 2015 and 2014, respectively.For further development of these compounds we need to acquire or license certain nanotechnologies. During the past quarter and presently all our research and development has been put on hold while we negotiate licensing rights with universities and inventors. | ||
Income Taxes | ||
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | ||
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits at March31, 2015and since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | ||
Earnings (Loss) per Share | ||
Basic loss per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. Common stock equivalents for the three and nine month periods ended March 31, 2015 and 2014 were anti-dilutive due to the net losses sustained by the Company during these periods. For the three and nine months ended March 31, 2015 and 2014 potentially dilutive common stock warrants of 5,000,000 have been excluded from dilutive earnings per share due to the Company’s losses in all periods presented. | ||
Stock-based Compensation | ||
The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | ||
On February 20, 2014, the Company entered into a two year agreement with a Consultant to serve as a scientific advisor and to participate as a member of the Company’s Scientific Advisory Board. In exchange for these services, the Company has granted the Consultant 100,000 shares of common stock. On February 24, 2014, the Company entered into a two year agreement with a consultant to serve as a scientific adviser and to participate as a member of the Company’s Scientific Advisory Board. In exchange for these services, the Company has granted the Consultant 50,000 shares of common stock. The 150,000 shares of common stock are valued at a total of $15,000 and recorded in a prepaid expense contra equity account. For the three and nine month periods ended March 31, 2015, $1,849 and $5,630 has been expensed, respectively. | ||
Fair Value Measurements | ||
In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable. | ||
Recent accounting pronouncements | ||
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and early adopted beginning with the year ended June 30, 2014. | ||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements. | ||
Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies | 4. Commitments and Contingencies |
Office Lease | |
On January 1, 2014 the company executed a lease agreement with Cummings Properties for the company’s office of 270 square feet at 100 Cummings Center, Suite 247-C, Beverly, MA 01915. The lease is for a term of five years from January 1, 2014 to December 30, 2018 and requires monthly payments of $357 ($4,284 annually for each of the five years, total aggregate of $21,420). |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Income Taxes | 5 | Income Taxes | ||||||||
Deferred taxes are recorded for all existing temporary differences in the Company’s assets and liabilities for income tax and financial reporting purposes. Due to the valuation allowance for deferred tax assets, as noted below, there was no net deferred tax benefit or expense for the period ended March 31, 2015. | ||||||||||
There is no current or deferred income tax expense or benefit allocated to continuing operations for the period ended March 31, 2015. | ||||||||||
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows: | ||||||||||
March 31 2015 | 30-Jun-14 | |||||||||
Tax expense (benefit) at U.S. statutory rate | $ | (60,600 | ) | $ | (109,400 | ) | ||||
State income tax expense (benefit), net of federal benefit | (8,900 | ) | (16,100 | ) | ||||||
Effect of non-deductible expenses | — | — | ||||||||
Other | — | — | ||||||||
Change in valuation allowance | 69,500 | 125,500 | ||||||||
$ | — | $ | — | |||||||
-11- | ||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2015 are as follows: | ||||||||||
Deferred tax assets (liability), noncurrent: | ||||||||||
Net operating loss | $ | 201,900 | ||||||||
Valuation allowance | (201,900 | ) | ||||||||
$ | — | |||||||||
Change in valuation allowance: | ||||||||||
Balance, June 30, 2014 | $ | 132,400 | ||||||||
Increase in valuation allowance | 69,500 | |||||||||
Balance, March 31, 2015 | 201,900 | |||||||||
Since management of the Company believes that it is more likely than not that the net deferred tax assets will not provide future benefit, the Company has established a 100 percent valuation allowance on the net deferred tax assets as of March 31, 2015. | ||||||||||
As of March 31, 2015, the Company had federal and state net operating loss carry-forwards totaling approximately $494,200 which begin expiring in 2023. |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Warrants | 6. Warrants |
The Company offered and sold 5,000,000 Series A Units between June 20, 2013 and June 25, 2013. Each Unit consists of one share of Common Stock and one Series A Warrant exercisable at $0.50 for a period of 5 years. At March 31, 2015, 5,000,000 warrants remain unexercised. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements 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 consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | |
Basis of Presentation | Basis of Presentation |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Actual results could differ from those estimates. | |
Cash | Cash |
Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our non-interest bearing cash balances were fully insured at March 31, 2015, and our interest bearing cash balances may exceed federally insured limits. | |
Financial Instruments | Financial Instruments |
The Company’s financial instruments include cash and accounts payable. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items. | |
Research and Development | Research and Development |
Research and development costs are charged to operations when incurred and are included in operating expenses. The company expensed $0 and $19,409 for research and development for the three months ended March 31, 2015 and 2014, respectively. The Company expensed $3,400 and $49,419 for the nine months ended March 31, 2015 and 2014, respectively.For further development of these compounds we need to acquire or license certain nanotechnologies. During the past quarter and presently all our research and development has been put on hold while we negotiate licensing rights with universities and inventors. | |
Income Taxes | Income Taxes |
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | |
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits at March31, 2015and since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |
Earnings (Loss) per Share | Earnings (Loss) per Share |
Basic loss per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. Common stock equivalents for the three and nine month periods ended March 31, 2015 and 2014 were anti-dilutive due to the net losses sustained by the Company during these periods. For the three and nine months ended March 31, 2015 and 2014 potentially dilutive common stock warrants of 5,000,000 have been excluded from dilutive earnings per share due to the Company’s losses in all periods presented. | |
Stock-based Compensation | Stock-based Compensation |
The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | |
On February 20, 2014, the Company entered into a two year agreement with a Consultant to serve as a scientific advisor and to participate as a member of the Company’s Scientific Advisory Board. In exchange for these services, the Company has granted the Consultant 100,000 shares of common stock. On February 24, 2014, the Company entered into a two year agreement with a consultant to serve as a scientific adviser and to participate as a member of the Company’s Scientific Advisory Board. In exchange for these services, the Company has granted the Consultant 50,000 shares of common stock. The 150,000 shares of common stock are valued at a total of $15,000 and recorded in a prepaid expense contra equity account. For the three and nine month periods ended March 31, 2015, $1,849 and $5,630 has been expensed, respectively. | |
Fair Value Measurements | Fair Value Measurements |
In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable. | |
Recent accounting pronouncements | Recent accounting pronouncements |
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and early adopted beginning with the year ended June 30, 2014. | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s financial statements. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Reconciliation of the federal statutory income tax rate to income tax expense expense | March 31 2015 | 30-Jun-14 | ||||||||
Tax expense (benefit) at U.S. statutory rate | $ | (60,600 | ) | $ | (109,400 | ) | ||||
State income tax expense (benefit), net of federal benefit | (8,900 | ) | (16,100 | ) | ||||||
Effect of non-deductible expenses | — | — | ||||||||
Other | — | — | ||||||||
Change in valuation allowance | 69,500 | 125,500 | ||||||||
$ | — | $ | — | |||||||
Schedule of gross amounts of deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2015 are as follows: | |||||||||
Deferred tax assets (liability), noncurrent: | ||||||||||
Net operating loss | $ | 201,900 | ||||||||
Valuation allowance | (201,900 | ) | ||||||||
$ | — | |||||||||
Change in valuation allowance: | ||||||||||
Balance, June 30, 2014 | $ | 132,400 | ||||||||
Increase in valuation allowance | 69,500 | |||||||||
Balance, March 31, 2015 | 201,900 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Notes to Financial Statements | |||||
Net Loss | $48,954 | $48,041 | $178,215 | $148,660 | $321,896 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 60 Months Ended |
Jan. 31, 2014 | Mar. 31, 2015 | Dec. 30, 2018 | |
Notes to Financial Statements | |||
Lease rental | $357 | $4,284 | $21,420 |
Lease term (in years) | 5 years |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2014 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at U.S. statutory rate | ($109,400) | ($60,600) |
State income tax expense (benefit), net of federal benefit | -16,100 | -8,900 |
Effect of non-deductible expenses | ||
Other | ||
Change in valuation allowance | 50,500 | 69,500 |
Total |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Income Taxes Details 2 | ||
Net operating loss | $201,900 | |
Valuation allowance | -201,900 | -132,400 |
Total |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2014 | Mar. 31, 2015 | |
Change in valuation allowance: | ||
Beginning Balance | $132,400 | |
Increase in valuation allowance | 50,500 | 69,500 |
Ending Balance | 132,400 | 201,900 |
Federal and State net operating loss carry-forwards | $494,200 |
Warrants_Details_Narrative
Warrants (Details Narrative) | Mar. 31, 2015 |
Warrants Details Narrative | |
Warrants Outstanding | 5,000,000 |