Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | STRATEAN INC. | |
Entity Central Index Key | 827876 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
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 Common Stock, Shares Outstanding | 6,792,805 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Current assets | ||
Cash | $169,988 | $116,741 |
Prepaid expense | 58,938 | 21,143 |
Total current assets | 228,926 | 137,884 |
Deposits | 2,358 | |
Fixed Assets | 601,804 | 580,973 |
Intangible assets | 44,024 | 44,397 |
Total assets | 877,112 | 763,254 |
Current liabilities | ||
Accounts payable and accrued liabilities | 9,332 | 8,658 |
Due to related parties | 1,473 | 1,473 |
Total current liabilities | 10,805 | 10,131 |
Notes payable | 44,857 | |
Total liabilities | 10,805 | 54,988 |
Stockholders' equity (deficit) | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 5,803,305 and 950,687 shares issued and outstanding as of September 30, 2014 and September 30, 2013, respectively | 6,793 | 5,803 |
Preferred stock; $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2015 and September 30, 2014; respectively | ||
Additional paid-in capital | 4,649,044 | 1,111,738 |
Accumulated earnings (deficit) | -3,789,530 | -409,275 |
Total stockholders' equity (deficit) | 866,307 | 708,266 |
Total liabilities and stockholders' equity (deficit) | $877,112 | $763,254 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $0.00 | $0.00 |
Common Stock, Shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 6,792,805 | 5,803,305 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, Shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares issued |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses | ||||
Professional fees | 3,172,884 | 4,049 | 3,290,656 | 12,306 |
Research and development | 2,214 | 52,214 | ||
General and administrative expenses | 13,130 | 3,474 | 30,912 | 3,504 |
Depreciation and amortization | 689 | 1,329 | ||
Total operating expenses | 3,188,917 | 7,523 | 3,375,111 | 15,810 |
Loss from operations | -3,188,917 | -7,523 | -3,375,111 | -15,810 |
Other income (expense) | ||||
Interest expense | -43,037 | -5,144 | -44,965 | |
Total other income (expense) | -43,037 | -5,144 | -44,965 | |
Net income (loss) | ($3,188,917) | ($50,560) | ($3,380,255) | ($60,775) |
Basic and diluted loss per common share | ($0.52) | ($0.02) | ($0.56) | ($0.04) |
Fully diluted income (loss) per common share | ($0.47) | ($0.02) | ($0.54) | ($0.04) |
Basic and diluted weighted average common shares outstanding | 6,179,150 | 2,081,218 | 6,024,464 | 1,509,741 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | ($3,380,255) | ($60,775) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Imputed interest on related party debt | 5,143 | 4,386 |
Amorization of debt discount | 40,000 | |
Stock based consulting | 3,214,858 | 3,796 |
Depreciation and amortization | 1,329 | |
Shares issued for interest expense | 578 | |
Changes in assets and liabilities | ||
(Increase) decrease in prepaid expense | -6,357 | |
Increase in deferred revenue | 750 | |
(Increase) decrease in deposits | -2,358 | |
Increase (decrease) in accounts payable | 674 | -10,225 |
Net cash from operating activities | -166,966 | -21,490 |
Cash Flows from investing | ||
Purchase of intangible assets | -859 | -2,250 |
Purchase of fixed assets | -20,928 | |
Net cash used in investing activities | -21,787 | -2,250 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 242,000 | |
Proceeds from related party debt | 2,740 | |
Proceeds from convertible debt | 59,190 | |
Payments on convertible notes payable | -35,690 | |
Net cash from financing activities | 242,000 | 26,240 |
Net increase (decrease) in Cash | 53,247 | 2,500 |
Beginning cash balance | 116,741 | 270 |
Ending cash balance | 169,988 | 2,770 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Common stock issued for debt | 50,000 | 40,000 |
Shares issued for services | 690,000 | |
Options and warrants issued for services | 2,556,296 | |
Shares issued to acquire intangible assets | 42,385 | |
Shares issued to aquire fixed assets, net of liabilites assumed | $424,073 |
BASIS_OF_PRESENTATION_AND_GOIN
BASIS OF PRESENTATION AND GOING CONCERN | 6 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. |
Going concern – The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $(3,789,530) since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
SUMMARY_OF_SIGNIFICANT_POLICIE
SUMMARY OF SIGNIFICANT POLICIES | 6 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT POLICIES | This summary of significant accounting policies of Stratean Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of estimates – The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. | |
Cash and cash equivalents – For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $169,988 and $116,741 in cash and cash equivalents as of March 31, 2015 and September 30, 2014, respectively. | |
Fair Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | |
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
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: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |
Revenue recognition – The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended March 31, 2015 and 2014 the Company reported revenues of $0 and $0, respectively. | |
Long-lived Assets – In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. | |
Stock-based compensation – The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As of March 31, 2015, the Company has not implemented an employee stock based compensation plan. | |
Non-Employee Stock Based Compensation – The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. | |
Earnings (loss) per share – The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share”, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. |
FIXED_ASSETS
FIXED ASSETS | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
FIXED ASSETS | Fixed assets consist of the following as of March 31, 2015 and September 30, 2014 | ||||||||
31-Mar-15 | 30-Sep-14 | ||||||||
Machinery and equipment | $ | 598,893 | $ | 580,973 | |||||
Tenant improvements | 1,533 | — | |||||||
Furniture and fixtures | 1,475 | — | |||||||
Total | 601,901 | 580,973 | |||||||
Less: accumulated depreciation | (97 | ) | — | ||||||
Fixed assets, net of accumulated depreciation | $ | 601,804 | $ | 580,973 | |||||
Depreciation expense for the six months ended March 31, 2015 and 2014 was $97 and $0, respectively. |
INTANGIBLE_AND_OTHER_ASSETS
INTANGIBLE AND OTHER ASSETS | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
INTANGIBLE AND OTHER ASSETS | Intangible assets consist of the following as of March 31, 2015 and September 30, 2014 | ||||||||
31-Mar-15 | 30-Sep-14 | ||||||||
Patents | $ | 49,861 | $ | 49,002 | |||||
Less: accumulated depreciation | (5,837 | ) | (4,605 | ) | |||||
Fixed assets, net of accumulated depreciation | $ | 44,024 | $ | 44,397 | |||||
Amortization expense for the six months ended March 31, 2015 and 2014 was $1,232 and $0, respectively. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | On December 31, 2014, Stratean Inc. (the "Company") and two Promissory Note holders, Burkeley J. Priest ("Priest") and The Munson Family Limited Partnership ("Munson") entered into Debt Settlement Agreements ("Agreements"), to settle two Promissory Notes ("Notes") with a face value of $33,341 and $16,659, respectively. Priest and Munson agreed that, upon execution of their agreements and receipt of the stock, all claims of Priest and Munson against Stratean Inc., were deemed released. |
On December 31, 2014 the Company executed a settlement agreement and issued Priest 38,342 shares of Stratean Inc. $0.001 par value common stock which had a fair value on December 31, 2014 of approximately $1.00 per share, or $38,342. On the date of the transaction Priest owned approximately 6.2% of the Company's outstanding common stock and is considered a related party, therefore in accordance with ASC 470-50 approximately $5,001 was recorded as a charge against additional paid in capital as a result of the Agreement. | |
On December 31, 2014the Company executed a settlement agreement and issued Munson 19,158 shares of Stratean Inc. $0.001 par value common stock which had a fair value on December 31, 2014 of approximately $1.00 per share, or $19,158. On the date of the transaction Munson owned approximately 7.5% of the Company's outstanding common stock and is considered a related party, therefore in accordance with ASC 470-50 approximately $2,499 was recorded as a charge against additional paid in capital as a result of the Agreement. | |
Pursuant to the Agreements Priest has been granted a 10 year royalty ("Royalty") of one-half of one percent (.5%) of "Gross Revenues" derived from the "Sale of Stratean Downdraft Gasifer units". | |
Pursuant to the Agreements Munson has been granted a 10 year royalty ("Royalty") of one-quarter of one percent (.25%) of "Gross Revenues" derived from the "Sale of Stratean Downdraft Gasifer units". | |
The Agreements define 'Gross Revenues' as; monies actually received by Stratean arising from the sale of its units. The Agreement further defines the 'Sale of Stratean Gasifier Units' as revenues received by Stratean as a direct result and occurrence of a sale of physical gasifier units to third parties. All other revenues generated by Stratean whether related to the Company's Gasifier or otherwise are explicitly excluded. Under this agreement Stratean is required to render statements and make payments to Priest and Munson within 60 days after the last day of each fiscal quarter. | |
Stratean remains free to exercise all the rights of ownership of its property and intellectual property including the right to sell its intellectual property and make licensing and sub-license agreements without consulting Priest or Munson and upon whatever terms it deems wise. |
PREPAID_EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | On September 30, 2014 the Company entered into a consulting agreement for grant writing services. Pursuant to this agreement the Company issued 20,000 shares of the Company's $0.001 par value common stock valued at $1.00 per share or $20,000. The cost was capitalized as a prepaid expense as of September 30, 2014. During the quarter ended December 31, 2014 the prepaid expense was fully amortized and an expense of $20,000 was charged to professional fees. |
The Board of Directors created a Board of Advisors to provide the Officers and Directors with advice and insight and appointed Brad Patee to serve as a member of the board of advisors for a period of one year. | |
As compensation for his appointment, Mr. Patee was granted 60,000 non-statutory options under the following terms: non-transferable, fully vest on March 31, 2015, expire five years from the date of grant, strike price of $0.25 and become immediately exercisable upon the occurrence of a significant liquidating, restructuring or change of control event. | |
The 60,000 stock options were valued at $54,411 using the Black-Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate of 2.11%, a dividend yield of 0% and volatility rates of 110%. The amount was capitalized as a prepaid expense and will be amortized over twelve months, during the six months ended March 31, 2015 the Company recorded an expense of $2,973. | |
On March 30, 2014 the Company prepaid $7,500 due to an officer for consulting services to be performed during the month of April 2015. During the month ended April 30, 2015 the prepaid expense was fully amortized and an expense of $7,500 was charged to professional fees. |
STOCKHOLDERS_EQUITY_DEFICIT
STOCKHOLDERS EQUITY (DEFICIT) | 6 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Equity [Abstract] | |||||||||||
STOCKHOLDERS EQUITY (DEFICIT) | On November 4, 2014 the Company entered into a consulting agreement for grant writing services. Pursuant to this agreement the Company issued 60,000 shares of the Company's $0.001 par value common stock valued at $1.00 of $60,000. | ||||||||||
During the period commencing November 12, 2014 through March 31, 2015 the Company received $242,000 from 14 investors pursuant to private placement agreements with the investors to purchase 242,000 shares of Stratean $0.001 par value common stock and warrants to purchase 24,200 shares of Stratean $0.001 par value common stock at a purchase price equal to $1.00 for each share of Common stock and 10% warrant coverage. The warrant allows the holder to purchase shares of the Company's $0.001 par value common stock at $1.10 per share. | |||||||||||
On December 31, 2014 the Company issued 57,500 shares to a related party to settle debt. (see Note 5 for additional information) | |||||||||||
On March 12, 2015, Stratean Inc. (the "Company") issued shares and warrants to be issued to officers and members of the board of directors as compensation for services performed. | |||||||||||
The Board of Directors granted non-statutory stock options and shares of the Company's $0.001 par value common stock to parties which have provided significant consulting services to the Company and created significant value for the Company as a result of these services. The options and shares were granted as follows: | |||||||||||
Name | Title | Number of Shares of $0.001 | Number of Warrants | ||||||||
par value Common Stock | |||||||||||
S. Matthew Schultz | Chief Executive Officer and Director | 100,000 | 500,000 | ||||||||
Zachary K Bradford | Chief Financial Officer and Director | 100,000 | 500,000 | ||||||||
Bruce Lybbert | Director | 100,000 | 500,000 | ||||||||
Michael Barrett | Chief Operating Officer | 100,000 | 500,000 | ||||||||
Larry McNeil | Director | 100,000 | 500,000 | ||||||||
The options were issued under the following terms; non-transferable, fully vest on March 31, 2015, expire ten years from the date of grant, strike price of $0.25 and become immediately exercisable upon the occurrence of a significant liquidating, restructuring or change of control event. | |||||||||||
The 2,500,000 stock options were valued at $2,414,304 using the Black-Scholes option pricing model based upon the following assumptions: term of 10 years, risk free interest rate of 2.11%, a dividend yield of 0% and volatility rates of 110%. The Company recorded an expense of $2,414,304 for the six months ended March 31, 2015. | |||||||||||
The 500,000 shares of the Company's $0.001 par value common stock were valued at $1.00. The Company recorded an expense of $500,000 for the six months ended March 31, 2015. | |||||||||||
On March 12, 2015 the Company also approved the issuance of 130,000 shares of the company's $0.001 par value common stock to two consultants for consulting services provided. The shares of the Company's $0.001 par value common stock were valued at $1.00. The Company recorded an expense of $130,000 for the six months ended March 31, 2015. | |||||||||||
On March 18, 2015 the Company granted 95,000 non-statutory stock options to a consultant. The options were issued under the following terms; non-transferable, fully vest on March 31, 2015, expire ten years from the date of grant, strike price of $1.10 and become immediately exercisable upon the occurrence of a significant liquidating, restructuring or change of control event. |
DEFINITIVE_AGREEMENTS
DEFINITIVE AGREEMENTS | 6 Months Ended | ||
Mar. 31, 2015 | |||
Debt Disclosure [Abstract] | |||
DEFINITIVE AGREEMENTS | On December 5, 2014, Stratean Inc. (the "Company") and Combustion Resources, Inc. ("Combustion Resources") executed a Service Agreement ("Agreement") to independently test the Company’s Gasifier to further establish its capability of producing large volumes of clean, renewable energy from any carbon compound (Municipal Solid Waste (MSW), Coal, Sewage Sludge) into clean Synthesis Gas. | ||
The testing will be comprised of seven stages or tasks and is estimated to be completed over a 14 week period. Each of the seven stages are briefly outlined below. | |||
1 | Characterize Feedstock: The feedstock selected for use in the Gasifier will be fully characterized to assist in understanding how the Gasifier performs for that feedstock. | ||
2 | Review Design Data: A full understanding of the installation and operation of the Gasifier will be outlined, including configuration, construction, thermochemical calculations and theoretical operating conditions and performance. | ||
3 | Prepare Gasifier for Test Runs: The Gasifer will be installed for testing at Utah State University’s Carbon Energy Innovation Center. | ||
4 | Preliminary Test Runs of Gasifier: Baseline testing will be completed to ensure all systems and support equipment are operating properly. | ||
5 | Perform Baseline Run of Gasifier: Baseline test will be performed during which samples of gas, liquid, and solid effluent streams will be collected and analyzed. During the testing process conditions will be monitored and upon completion the data will be inspected and analyzed to determine how the Gasifier operated during the baseline testing. After completion of the test run Petersen Inc. will inspect and verify mechanical operations and integrity of the gasifier. | ||
6 | Perform Extended Run of Gasifier: An extended run of the Gasifier will be performed following a successful baseline test run. The test run will be used to demonstrate extended operation of the Gasifier, and if there are any effects of extended operation of the Gasifier or associated support equipment. During the extended test run samples of gas, liquid, and solid effluent streams will be collected and analyzed. During the testing process conditions will be monitored and upon completion the data will be inspected and analyzed to determine how the Gasifier operated during the extended testing. After completion of the test run Petersen Inc. will inspect and verify mechanical operations and integrity of the Gasifier. | ||
7 | Project Report: A report will be prepared at the conclusion of the study describing the results of the evaluation of the Gasifier. The report will provide a detailed discussion of the results of the tests, and will make recommendations of possible process revisions and additional work that can provide insights and direction for optimizing the Gasifier performance. The report will also provide recommendations for addition testing and items to be considered regarding feasibility of commercial operation of the Gasifier. | ||
Pursuant to the Agreement, the Company will make payments totaling $147,144. On December, 9, 2014, the Company made an initial payment of $50,000 to begin the project. Another $50,000 will be due upon completion of task 5 and the balance of $47,144 is due upon delivery of the Final Project report. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Lease obligations – The Company has operating leases for its offices. Future minimum lease payments under the operating leases for the facilities as of March 31, 2015, are as follows: |
2015 $8,100 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On April 15, 2015, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment authorized ten million (10,000,000) shares of preferred stock. The Company’s Board of Directors and a majority of its shareholders approved the Certificate of Amendment. |
On April 15, 2015, pursuant to Article IV of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will be entitled to quarterly dividends on 2% of our earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The holders will also have a liquidation preference on the state value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have the Company redeem their Series A Preferred Stock for three shares of common stock in the event of a change of control and they are entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of forty-five (45) votes for each share held. | |
On April 16, 2015, the Company issued a total of four hundred thousand (400,000) shares of its newly designated Series A Preferred Stock to members of the board of directors. |
BASIS_OF_PRESENTATION_AND_GOIN1
BASIS OF PRESENTATION AND GOING CONCERN (Policies) | 6 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Going Concern | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $(3,789,530) since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
SUMMARY_OF_SIGNIFICANT_POLICIE1
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
Cash and cash equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $169,988 and $116,741 in cash and cash equivalents as of March 31, 2015 and September 30, 2014, respectively. |
Fair Value of Financial Instruments | The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. |
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
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: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |
Revenue recognition | The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended March 31, 2015 and 2014 the Company reported revenues of $0 and $0, respectively. |
Long-lived Assets | In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Stock-based compensation | The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As of March 31, 2015, the Company has not implemented an employee stock based compensation plan. |
Non-Employee Stock Based Compensation | The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Earnings (loss) per share | The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share”, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. |
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property Pant and Equipment | 31-Mar-15 | 30-Sep-14 | |||||||
Machinery and equipment | $ | 598,893 | $ | 580,973 | |||||
Tenant improvements | 1,533 | — | |||||||
Furniture and fixtures | 1,475 | — | |||||||
Total | 601,901 | 580,973 | |||||||
Less: accumulated depreciation | (97 | ) | — | ||||||
Fixed assets, net of accumulated depreciation | $ | 601,804 | $ | 580,973 |
INTANGIBLE_AND_OTHER_ASSETS_Ta
INTANGIBLE AND OTHER ASSETS (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Intangible Assets | 31-Mar-15 | 30-Sep-14 | |||||||
Patents | $ | 49,861 | $ | 49,002 | |||||
Less: accumulated depreciation | (5,837 | ) | (4,605 | ) | |||||
Fixed assets, net of accumulated depreciation | $ | 44,024 | $ | 44,397 |
STOCKHOLDERS_EQUITY_DEFICIT_Ta
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 6 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Stockholders Equity Deficit Tables | |||||||||||
Schedule of Stock Options | Name | Title | Number of Shares of $0.001 | Number of Warrants | |||||||
par value Common Stock | |||||||||||
S. Matthew Schultz | Chief Executive Officer and Director | 100,000 | 500,000 | ||||||||
Zachary K Bradford | Chief Financial Officer and Director | 100,000 | 500,000 | ||||||||
Bruce Lybbert | Director | 100,000 | 500,000 | ||||||||
Michael Barrett | Chief Operating Officer | 100,000 | 500,000 | ||||||||
Larry McNeil | Director | 100,000 | 500,000 |
BASIS_OF_PRESENTATION_AND_GOIN2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated earnings (deficit) | ($3,789,530) | ($409,275) |
SUMMARY_OF_SIGNIFICANT_POLICIE2
SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | |||||
Cash | $169,988 | $169,988 | $116,741 | ||
Revenues |
FIXED_ASSETS_Schedule_of_Prope
FIXED ASSETS - Schedule of Property Pant and Equipment (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $598,893 | $580,973 |
Tenat improvements | 1,533 | |
Furniture and fixtures | 1,475 | |
Total | 601,901 | 580,973 |
Less: accumulated depreciation | -97 | |
Fixed assets, net of accumulated depreciation | $601,804 | $580,973 |
FIXED_ASSETS_Details_Narrative
FIXED ASSETS (Details Narrative) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $97 | $0 |
INTANGIBLE_AND_OTHER_ASSETS_Sc
INTANGIBLE AND OTHER ASSETS - Schedule of Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $49,861 | $49,002 |
Less: accumulated depreciation | -5,837 | -4,605 |
Fixed assets, net of accumulated depreciation | $44,024 | $44,397 |
INTANGIBLE_AND_OTHER_ASSETS_De
INTANGIBLE AND OTHER ASSETS (Details Narrative) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization Expense | $1,232 | $0 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Sep. 30, 2014 | |
Common Stock, Issued | 6,792,805 | 5,803,305 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Fair Value | $6,793 | $5,803 |
Debt Agmt - Priest | ||
Date of Agreement | 31-Dec-14 | |
Debt Instrument | 33,341 | |
Common Stock, Issued | 38,342 | |
Common Stock, Par Value | $0.00 | |
Common Stock, Fair Value | 38,342 | |
Additional Paid in Capital | 5,001 | |
Royalty | 0.50% | |
Royalty Term | 10 years | |
Debt Agmt - Munson Family LP | ||
Date of Agreement | 31-Dec-14 | |
Debt Instrument | 16,659 | |
Common Stock, Issued | 19,158 | |
Common Stock, Par Value | $0.00 | |
Common Stock, Fair Value | 19,158 | |
Additional Paid in Capital | $2,499 | |
Royalty | 0.25% | |
Royalty Term | 10 years |
PREPAID_EXPENSES_Details_Narra
PREPAID EXPENSES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | |
Common Stock, Issued | 6,792,805 | 6,792,805 | 5,803,305 | ||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | ||
Common Stock, Fair Value | $6,793 | $6,793 | $5,803 | ||
Professional Fees | 3,172,884 | 4,049 | 3,290,656 | 12,306 | |
Options Granted, Shares | 2,500,000 | 2,500,000 | |||
Options Granted, Fair Value | 2,414,304 | ||||
Prepaid expense | 2,973 | 2,973 | |||
Consulting Agreement | |||||
Common Stock, Issued | 20,000 | ||||
Common Stock, Par Value | $0.00 | ||||
Common Stock, Fair Value | 20,000 | ||||
Professional Fees | 20,000 | ||||
Consulting fee | 7,500 | ||||
Board Member | |||||
Options Granted, Shares | 60,000 | 60,000 | |||
Strike Price | $0.25 | ||||
Options Granted, Fair Value | $54,411 |
STOCKHOLDERS_EQUITY_DEFICIT_Sc
STOCKHOLDERS EQUITY (DEFICIT) - Schedule of Stock Options (Details) (USD $) | 6 Months Ended | 5 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | |
Common Stock, Issued | 6,792,805 | 6,792,805 | 5,803,305 |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 |
Options Granted, Shares | 2,500,000 | 2,500,000 | |
Options Granted, Fair Value | $2,414,304 | ||
Chief Executive Officer | |||
Common Stock, Issued | 100,000 | 100,000 | |
Common Stock, Par Value | $0.00 | $0.00 | |
Warrants Issued | 500,000 | ||
Strike Price | $0.25 | ||
Warrants, expiration | P10Y | ||
Chief Financial Officer | |||
Common Stock, Issued | 100,000 | 100,000 | |
Common Stock, Par Value | $0.00 | $0.00 | |
Warrants Issued | 500,000 | ||
Strike Price | $0.25 | ||
Warrants, expiration | P10Y | ||
Chief Operating Officer | |||
Common Stock, Issued | 100,000 | 100,000 | |
Common Stock, Par Value | $0.00 | $0.00 | |
Warrants Issued | 500,000 | ||
Strike Price | $0.25 | ||
Warrants, expiration | P10Y | ||
Director 1 | |||
Common Stock, Issued | 100,000 | 100,000 | |
Common Stock, Par Value | $0.00 | $0.00 | |
Warrants Issued | 500,000 | ||
Strike Price | $0.25 | ||
Warrants, expiration | P10Y | ||
Director 2 | |||
Common Stock, Issued | 100,000 | 100,000 | |
Common Stock, Par Value | $0.00 | $0.00 | |
Warrants Issued | 500,000 | ||
Strike Price | $0.25 | ||
Warrants, expiration | P10Y |
STOCKHOLDERS_EQUITY_DEFICIT_De
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) (USD $) | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
Common Stock, Issued | 6,792,805 | 5,803,305 | ||
Common Stock, Par Value | $0.00 | $0.00 | ||
Common Stock, Fair Value | $6,793 | $5,803 | ||
Shares issued for services | 690,000 | |||
Consulting Agreement | ||||
Date of Agreement | 4-Nov-14 | |||
Common Stock, Issued | 60,000 | |||
Common Stock, Par Value | $0.00 | |||
Common Stock, Fair Value | $60,000 | |||
14 Investors | ||||
Common Stock, Issued | 242,000 | |||
Common Stock, Par Value | $0.00 | |||
Warrants Issued | 24,200 | |||
Warrants, Purchase Price | $1 | |||
Related Party | ||||
Common Stock, Issued | 57,500 | |||
Two Consultants | ||||
Common Stock, Issued | 130,000 | |||
Common Stock, Par Value | $0.00 | |||
Shares Issued | ||||
Common Stock, Issued | 500,000 | |||
Common Stock, Par Value | $0.00 | |||
Consultant | ||||
Warrants Issued | 95,000 | |||
Strike Price | $1.10 | |||
Warrants, expiration | P10Y |
DEFINITIVE_AGREEMENTS_Details_
DEFINITIVE AGREEMENTS (Details Narrative) (Service Agreement #2, USD $) | 6 Months Ended |
Mar. 31, 2015 | |
Service Agreement #2 | |
Date of Agreement | 12/5/14 |
Payment for Operating Activities | $147,144 |
Initial Payment, Due | 50,000 |
Second Payment, Due | 50,000 |
Final Payment, Due | $47,144 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for Rent | $8,100 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | Mar. 31, 2015 |
Subsequent Events [Abstract] | |
Series A Preferred Stock, Shares | 1,000,000 |
Series A Preferred Stock, Par Value | $0.00 |
Series A Preferred Stock, Issued | 400,000 |