Document and Entity Information
Document and Entity Information | 9 Months Ended |
Mar. 31, 2016USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | NANOANTIBIOTICS, INC. |
Entity Central Index Key | 1,580,149 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2016 |
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 | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 87,210,000 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
CURRENT ASSETS: | ||
Cash | $ 233,244 | $ 267,481 |
Prepaid expenses | 2,000 | |
Total Current Assets | $ 233,244 | 269,481 |
TOTAL ASSETS | 233,244 | 269,481 |
CURRENT LIABILITIES: | ||
Accounts Payable | 650 | 650 |
Accrued Payroll | 444,056 | 322,950 |
Total Current Liabilities | $ 444,706 | $ 323,600 |
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) | |
Accumulated deficit | $ (734,668) | (572,414) |
Total Stockholders' Equity | (211,462) | (54,119) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 233,244 | $ 269,481 |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 |
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 OPERATION (UNAUDI
STATEMENTS OF OPERATION (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUE: | ||||
Sales | ||||
COST OF GOODS SOLD | ||||
GROSS MARGIN | ||||
OPERATING EXPENSES | ||||
Research and development expenses | $ 3,400 | |||
Payroll expenses | $ 40,369 | $ 40,369 | $ 121,107 | 121,562 |
Professional fees | 14,949 | 5,605 | 32,966 | 42,139 |
Selling, general and administrative expenses | 2,536 | 3,068 | 8,336 | 11,422 |
TOTAL OPERATING EXPENSES | 57,854 | 49,042 | 162,409 | 178,523 |
LOSS FROM OPERATIONS | $ (57,854) | $ (49,042) | $ (162,409) | $ (178,523) |
OTHER EXPENSE (INCOME) | ||||
Interest Expense | ||||
Interest income | $ (44) | $ (88) | $ (155) | $ (308) |
TOTAL OTHER EXPENSE (INCOME) | (44) | (88) | (155) | (308) |
NET LOSS | $ (57,810) | $ (48,954) | $ (162,254) | $ (178,215) |
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 | 87,210,000 | 87,210,000 | 87,210,000 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (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 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 | ||||
Amortization of prepaid services paid with common stock | $ 4,911 | 4,911 | |||
Net Loss | $ (162,254) | (162,254) | |||
Ending Balance at Mar. 31, 2016 | $ 8,721 | $ 514,485 | $ (734,668) | $ (211,462) | |
Ending Balance (in shares) at Mar. 31, 2016 | 87,210,000 |
STATEMENT OF CASH FLOWS (UNAUDI
STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (162,254) | $ (178,215) |
Amortization of prepaid common stock for services | 4,911 | 5,630 |
Adjustments to reconcile net loss to net cash to cash used by operating activities: | ||
Decrease (increase) in prepaid expenses | $ 2,000 | (3,500) |
Accounts Payable | 650 | |
Accrued Payroll | $ 121,106 | 121,106 |
Net cash used by operating activities | $ (34,237) | $ (54,329) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash provided by financing activities | ||
Net decrease in cash | $ (34,237) | $ (54,329) |
Cash, beginning of period | 267,481 | 332,864 |
Cash, end of period | $ 233,244 | $ 278,535 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest |
Background Information
Background Information | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Background Information | 1. Background Information NanoAntibiotics, Inc. (the Company) was incorporated in the state of Nevada on April 10, 2013 as an early stage biotechnology company. On April 11, 2016, the Company entered into and consummated an agreement and Plan of Merger, with LAT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company, and LAT Pharma, LLC, an Illinois limited liability company (LAT). Pursuant to the terms of the Merger Agreement, LAT Acquisition merged with and into LAT in a statutory triangular merger with LAT surviving as a wholly-owned subsidiary of the Company. As consideration for the Merger, the Company issued the interest holders of LAT an aggregate of 39,820,000 shares of its common stock in accordance with their pro rata ownership of LAT prior to the Merger. Prior to the Merger the Company was exclusively developing novel nanotechnology anti-infective drugs to combat multi-drug resistant bacteria. Developing this technology in-house is resource-intensive with respect to time, personnel and capital necessary for scientific discovery. The Company is seeking to license additional needed technology to help advance its research. As such, we are extensively focused on identifying and negotiating licensing rights with universities and inventors for requisite technologies to advance our own nanotechnology platform. These negotiations often are unsuccessful. Thus far they have not led to a license agreement. Following the Merger, our asset pertaining to the efflux pump, which is designed to combat multi-drug resistant bacteria remains with the company and we are continuing with our efforts. The Company also is continuing the development of LATs lead clinical therapeutic candidate CIP Terlipressin Technology. The Companys board authorized a name change on April 15, 2016, in which a majority of shareholders of NanoAntibiotics, Inc. approved an amendment to the Registrants articles of incorporation to change the corporate name to BioVie Inc. Immediately prior to the Merger, the Company had 87,210,000 shares of Common Stock issued and outstanding. In connection with the Merger, certain shareholders of the Company collectively agreed to retire and cancel an aggregate of 39,820,000 shares of Common Stock. Following the consummation of the Merger, the issuance of the Merger Shares, and the retirement of the 39,820,000 shares of Common Stock, the Company had 87,210,000 shares of Common Stock issued and outstanding and the LAT Holders beneficially own 39,820,000 shares or approximately forty-six percent (46%) of such issued and outstanding Common Stock. 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 | 9 Months Ended |
Mar. 31, 2016 | |
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 nine months ended March 31, 2016, the Company had a net loss of $162,254. As of March 31, 2016, 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 | 9 Months Ended |
Mar. 31, 2016 | |
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, 2016, 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 $0 for research and development for the three months ended March 31, 2016 and 2015 and $0 and $3,400 for research and development for the nine months ended March 31, 2016 and 2015, respectively. 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 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 nine month periods ended March 31, 2016 and 2015 were anti-dilutive due to the net losses sustained by the Company during these periods. For the three and nine months ended March 31, 2016 and 2015 potentially dilutive common stock warrants of 5,000,000 and 5,000,000 have been excluded from dilutive earnings per share due to the Companys 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 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 a prepaid expense contra equity account. For the three and nine month periods ended March 31, 2016, $1,130 and $4,911 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 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, 2016. 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 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 Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations 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 Companys financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
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 An employment agreement with the Companys previous Chief Executive Officer (CEO) /Chief Financial Officer (CFO) for $150,000 in annual salary, expired on June 30, 2015. Effective April 11, 2016, the (previous) CEO/CFO resigned. On April 11, 2016 the Company entered into employment agreement with CEO Jonathan Adams. The Companys agreement provides for a three-year term with minimum annual base salary of $250,000 per year. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2016 | |
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 was no net deferred tax benefit or expense for the period ended March 31, 2016. There is no current or deferred income tax expense or benefit allocated to continuing operations for the period ended March 31, 2016. 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, 2016 June 30. 2016 Tax expense (benefit) at U.S. statutory rate $ (51,900 ) $ (79,200 ) State income tax expense (benefit), net of federal benefit (8,100 ) (11,700 ) Effect of non-deductible expenses Other Change in valuation allowance 60,000 90,900 $ $ The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2016 are as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 283,300 Valuation allowance (283,300 ) $ Change in valuation allowance: Balance. June 30.2015 $ 223,300 Increase in valuation allowance 60,000 Balance. March 31.2016 $ 283,300 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 March 31, 2016. As of March 31, 2016, the Company had federal and state net operating loss carry-forwards totaling approximately $734,700 which begin expiring in 2022. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | 6. Subsequent Event On April 11, 2016, the Company entered into and consummated an Agreement and Plan of Merger (the Merger Agreement), with LAT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (Acquisition) and LAT Pharma, LLC an Illinois limited liability company (LAT). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into LAT in a statutory triangular merger (the Merger) with LAT surviving as a wholly-owned subsidiary of the Company. As consideration for the Merger, the Company issued the interest holders of LAT (the LAT Holders) an aggregate of 39,820,000 shares of our Common Stock issued to the LAT Holders in accordance with their pro rata ownership of LAT membership interests prior to the Merger. Following the Merger, the Registrant owns 100% of LAT and will continue the development of LATs lead clinical therapeutic CIP Terlipressin Technology. Immediately prior to the Merger, the Company had 87,210,000 shares of Common Stock issued and outstanding. In connection with the Merger, certain shareholders of the Company collectively agreed to retire and cancel an aggregate of 39,820,000 shares of Common Stock. Following the consummation of the Merger, the issuance of the Merger Shares, and the retirement of the 39,820,000 shares of Common Stock, the Company had 87,210,000 shares of Common Stock issued and outstanding and the LAT Holders beneficially own 39,820,000 shares or approximately forty-six percent (46%) of such issued and outstanding Common Stock. Under the acquisition method of accounting, the transaction was valued for accounting purposes at $2,389,200, which was the estimated fair value of the consideration paid by the Company. The estimate was based on the consideration paid of 39,820,000 shares of common stock valued based on the closing price on 04/11/2016 of $0.06 per share. The assets and liabilities of LAT Pharma, Inc. were recorded at their respective fair values as of the closing date of the Merger Agreement, and the following table summarizes these values based on the balance sheet at April 11, 2016. $ 9,912 Assets Purchased 10,000 Liabilities Assumed (88 ) Net Assets Purchased 2,389,200 Purchase Price $ 2,389,288 Intangible Asset from Purchase Intangible asset detail $ 2,389,288 Intangible asset (provisional pending final valuation) $ 2,389,288 Intangible Asset from Purchase Under the 338(h)(10) election, all goodwill and intangibles related to the acquisition of LAT Pharma will be fully deductible for tax purposes. The initial accounting for the business combination has not been completed because the valuation of the intangible assets has not been received. The amount of LAT's revenue and expenses that would be included in the Company's consolidated income statement for the three months ended March 31, 2016 if the acquisition date had been January 1, 2016 is $0 revenues and $24,516 expenses. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
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, 2016, 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 $0 for research and development for the three months ended March 31, 2016 and 2015 and $0 and $3,400 for research and development for the nine months ended March 31, 2016 and 2015, respectively. |
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 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 nine month periods ended March 31, 2016 and 2015 were anti-dilutive due to the net losses sustained by the Company during these periods. For the three and nine months ended March 31, 2016 and 2015 potentially dilutive common stock warrants of 5,000,000 and 5,000,000 have been excluded from dilutive earnings per share due to the Companys 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 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 a prepaid expense contra equity account. For the three and nine month periods ended March 31, 2016, $1,130 and $4,911 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 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, 2016. 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 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 Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations 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 Companys financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the federal statutory income tax rate to income tax expense expense | March 31, 2016 June 30. 2016 Tax expense (benefit) at U.S. statutory rate $ (51,900 ) $ (79,200 ) State income tax expense (benefit), net of federal benefit (8,100 ) (11,700 ) Effect of non-deductible expenses Other Change in valuation allowance 60,000 90,900 $ $ |
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, 2016 are as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 283,300 Valuation allowance (283,300 ) $ Change in valuation allowance: Balance. June 30.2015 $ 223,300 Increase in valuation allowance 60,000 Balance. March 31.2016 $ 283,300 |
Subsequent Event (Tables)
Subsequent Event (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Assets and Liabilities of LAT Pharma, Inc. | The assets and liabilities of LAT Pharma, Inc. were recorded at their respective fair values as of the closing date of the Merger Agreement, and the following table summarizes these values based on the balance sheet at April 11, 2016. $ 9,912 Assets Purchased 10,000 Liabilities Assumed (88 ) Net Assets Purchased 2,389,200 Purchase Price $ 2,389,288 Intangible Asset from Purchase Intangible asset detail $ 2,389,288 Intangible asset (provisional pending final valuation) $ 2,389,288 Intangible Asset from Purchase |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Notes to Financial Statements | ||||||
Net Loss | $ 57,810 | $ 48,954 | $ 162,254 | $ 178,215 | $ 233,008 | $ 321,896 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 57 Months Ended |
Jan. 31, 2014 | Dec. 31, 2014 | 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 ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at U.S. statutory rate | $ (51,900) | $ (79,200) |
State income tax expense (benefit), net of federal benefit | $ (8,100) | $ (11,700) |
Effect of non-deductible expenses | ||
Other | ||
Change in valuation allowance | $ 60,000 | $ 90,900 |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Deferred tax assets (liability) | ||
Net operating loss | $ 283,300 | |
Valuation allowance | $ (283,300) | $ (223,300) |
Total | ||
Federal and State net operating loss carry-forwards | $ 734,700 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Change in valuation allowance: | ||
Beginning Balance | $ 223,300 | |
Increase in valuation allowance | 60,000 | $ 90,900 |
Ending Balance | $ 283,300 | $ 223,300 |
Subsequent Event (Details)
Subsequent Event (Details) - LAT Pharma, Inc. [Member] - Subsequent Event [Member] | Apr. 11, 2016USD ($) |
Assets Purchased | $ 9,912 |
Liabilities Assumed | 10,000 |
Net Assets Purchased | (88) |
Purchase Price | 2,389,200 |
Intangible Asset from Purchase | $ 2,389,288 |