Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Sep. 23, 2015 | Dec. 31, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | NANOANTIBIOTICS, INC. | ||
Entity Central Index Key | 1,580,149 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
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 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 8,706,000 | ||
Entity Common Stock, Shares Outstanding | 87,210,000 | 87,210,000 | |
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
CURRENT ASSETS: | ||
Cash | $ 267,481 | $ 332,864 |
Prepaid expenses | 2,000 | |
Total Current Assets | 269,481 | $ 332,864 |
TOTAL ASSETS | 269,481 | $ 332,864 |
CURRENT LIABILITIES: | ||
Accounts Payable | 650 | |
Accrued Payroll | 322,950 | $ 161,475 |
Total Current Liabilities | $ 323,600 | $ 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; shares issued and 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 | (4,911) | (12,411) |
Accumulated deficit | (572,414) | (339,406) |
Total Stockholders' Equity | (54,119) | 171,389 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 269,481 | $ 332,864 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.0001 | $ 0.0001 |
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 Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUE: | ||
Sales | ||
COST OF GOODS SOLD | ||
GROSS MARGIN | ||
OPERATING EXPENSES | ||
Research and development expenses | $ 4,196 | $ 49,419 |
Payroll expenses | 161,931 | 161,475 |
Professional fees | 50,779 | 85,602 |
Selling, general and administrative expenses | 16,471 | 25,889 |
TOTAL OPERATING EXPENSES | 233,377 | 322,385 |
LOSS FROM OPERATIONS | $ (233,377) | $ (322,385) |
OTHER EXPENSE (INCOME) | ||
Interest Expense | ||
Interest income | $ (369) | $ (489) |
TOTAL OTHER EXPENSE (INCOME) | (369) | (489) |
NET LOSS | $ (233,008) | $ (321,896) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ .00 | $ .00 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 87,210,000 | 87,083,596 |
Statement of Shareholders Equit
Statement of Shareholders Equity - USD ($) | Common Stock | 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) | 15,000 | |
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 | ||||
Issuance of common stock for services | |||||
Amortization of prepaid services paid with common stock | $ 7,500 | $ 7,500 | |||
Net Loss | $ (233,008) | (233,008) | |||
Ending Balance at Jun. 30, 2015 | $ 8,721 | $ 514,485 | $ (4,911) | $ (572,414) | $ (54,119) |
Ending Balance (in shares) at Jun. 30, 2015 | 87,210,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (233,008) | $ (321,896) |
Amortization of prepaid common stock for services | 7,500 | $ 2,589 |
Adjustments to reconcile net loss to net cash to cash used by operating activities: | ||
Increase in prepaid expenses | (2,000) | |
Accounts Payable | 650 | $ (15,000) |
Accrued Payroll | 161,475 | 161,475 |
Net cash used by operating activities | $ (65,383) | $ (172,832) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash provided by financing activities | ||
Net (decrease) increase in cash | $ (65,383) | $ (172,832) |
Cash, beginning of period | 332,864 | 505,696 |
Cash, end of period | $ 267,481 | $ 332,864 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Issuance of common stock for services | $ 15,000 |
Background Information
Background Information | 12 Months Ended |
Jun. 30, 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 Companys activities have been limited to raising capital, organizational matters, and the structuring of its business plan. On January 1, 2014 we moved our corporate office from Surfside, Florida to Beverly, Massachusetts. 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 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. 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 entitys initial public offering should be recorded at the transferors' historical cost basis determined under GAAP. cost basis carried on Kards 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 The Companys activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the companys business plan. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 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 year ended June 30, 2015, the Company had a net loss of $233,008. As of June 30, 2015, the Company has not earned any revenues. In view of these matters, the Companys ability to continue as a going concern is dependent upon the Companys 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 Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies 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 June 30, 2015, and our interest bearing cash balances may exceed federally insured limits. Financial Instruments The Companys 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 $4,200 for research and development for the year ended June 30, 2015. 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 Earnings (Loss) per Share Basic earnings per share are 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. The Company did not have any common stock equivalents for the period ended June 30, 2015. 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 Companys 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 Companys 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 prepaid expenses. For the years ended June 30, 2015 and 2014, $7,500 and $2,589 have 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 2013 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures 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 June 30, 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 accrued payroll. Recent accounting pronouncements The Company has reviewed recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC and did not or are not believed by management to have a material impact on the Companys financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 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 companys 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). Employment Agreements During the year ended June 30, 2014, the Company entered into an employment agreement with the Companys Chief Executive Officer and Chief Financial Officer for $150,000 annual salary. The agreement is effective beginning July 1, 2013 and expires on June 30, 2015. Until a new employment is agreed to, we will continue salaries at this rate per annum. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Deferred taxes are recorded for all existing temporary differences in the Companys assets and liabilities for income tax and financial reporting purposes. Due to the valuation allowance for deferred tax assets, as noted below, there were no net deferred tax benefit or expense for the year ended June 30, 2015. There is no current or deferred income tax expense or benefit allocated to continuing operations for the year ended June 30, 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: June 30, 2015 June 30, 2014 Tax expense (benefit) at U.S. statutory rate $ (79,200 ) $ (109,400 ) State income tax expense (benefit), net of federal benefit (11,700 ) (16,100 ) Effect of non-deductible expenses Other Change in valuation allowance 90,900 125,500 $ $ The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 2015 are as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 223,300 Valuation allowance (223,300 ) $ Change in valuation allowance: Balance, June 30, 2014 $ 132,400 Increase in valuation allowance 90,900 Balance, June 30, 2015 223,300 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 June 30, 2015. As of June 30, 2015, the Company had federal and state net operating loss carry-forwards totaling approximately $572,400 which begin expiring in 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions On May 20, 2014, the Company issued 19,000,000 common shares to a director and officer for cash consideration of $0.0001 per share. On May 28, 2014, the Company issued 15,000,000 common shares to a director and officer for cash consideration of $0.0001 per share. The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
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 June 30, 2015, and our interest bearing cash balances may exceed federally insured limits. |
Financial Instruments | Financial Instruments The Companys 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 $4,200 for research and development for the year ended June 30, 2015. |
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 |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings per share are 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. The Company did not have any common stock equivalents for the period ended June 30, 2015. |
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 Companys 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 Companys 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 prepaid expenses. For the years ended June 30, 2015 and 2014, $7,500 and $2,589 have 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 2013 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures 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 June 30, 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 accrued payroll. |
Recent accounting pronouncements | Recent accounting pronouncements The Company has reviewed recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC and did not or are not believed by management to have a material impact on the Companys financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the federal statutory income tax rate to income tax expense expense | June 30, 2015 June 30, 2014 Tax expense (benefit) at U.S. statutory rate $ (79,200 ) $ (109,400 ) State income tax expense (benefit), net of federal benefit (11,700 ) (16,100 ) Effect of non-deductible expenses Other Change in valuation allowance 90,900 125,500 $ $ |
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 June 30, 2015 are as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 223,300 Valuation allowance (223,300 ) $ Change in valuation allowance: Balance, June 30, 2014 $ 132,400 Increase in valuation allowance 90,900 Balance, June 30, 2015 223,300 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Notes to Financial Statements | ||
Net Loss | $ 233,008 | $ 321,896 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 60 Months Ended |
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 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 ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at U.S. statutory rate | $ (79,200) | $ (109,400) |
State income tax expense (benefit), net of federal benefit | $ (11,700) | $ (16,100) |
Effect of non-deductible expenses | ||
Other | ||
Change in valuation allowance | $ 90,900 | $ 125,500 |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Deferred tax assets (liability) | ||
Net operating loss | $ 223,300 | |
Valuation allowance | $ (223,300) | $ (132,400) |
Total | ||
Federal and State net operating loss carry-forwards | $ 572,400 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Change in valuation allowance: | ||
Beginning Balance | $ 132,400 | |
Increase in valuation allowance | 90,900 | $ 125,500 |
Ending Balance | $ (223,300) | $ (132,400) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Director and Officer [Member] - $ / shares | May. 28, 2014 | May. 20, 2014 |
Shares issued for cash | 15,000,000 | 19,000,000 |
Shares issued, price per share | $ .0001 | $ .0001 |