Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | UPD HOLDING CORP. | |
Entity Trading Symbol | eswb | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 836,937 | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 78,766,636 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 27,863 | $ 64,638 |
Total current assets | 27,863 | 64,638 |
TOTAL ASSETS | 27,863 | 64,638 |
CURRENT LIABILITIES: | ||
Accounts payable | 11,788 | 11,788 |
Accrued liabilities | 5,760 | 5,760 |
Total current liabilities | 17,548 | 17,548 |
Total Liabilities | $ 17,548 | $ 17,548 |
Commitments | ||
STOCKHOLDERS' EQUITY : | ||
Common stock, $.005 par value 200,000,000 authorized: 78,766,636 and 78,766,636 issued and outstanding as of December 31, 2015 and June 30, 2015, respectively | $ 393,833 | $ 393,833 |
Preferred stock, $.01 par value 100,000,000 authorized: none issued and outstanding as of December 31, 2015 and June 30, 2015, respectively | 0 | 0 |
Additional paid-in capital | (285,405) | (285,405) |
Accumulated deficit | (98,113) | (61,338) |
Total stockholders' equity | 10,315 | 47,090 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 27,863 | $ 64,638 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares | Dec. 31, 2015 | Jun. 30, 2015 |
Parentheticals | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, par value | $ 0.005 | $ 0.005 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 78,766,636 | 78,766,636 |
Common Stock, shares outstanding | 78,766,636 | 78,766,636 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING EXPENSES: | ||||
General and administrative | $ 7,952 | $ 2,534 | $ 11,289 | $ 8,737 |
Legal and Accounting fees | 16,245 | 0 | 25,500 | 0 |
Total Operating Expenses | 24,197 | 2,534 | 36,789 | 8,737 |
LOSS FROM OPERATIONS | (24,197) | (2,534) | (36,789) | (8,737) |
OTHER INCOME: | ||||
Interest income | 4 | 2,534 | 14 | 0 |
Total Other Income (Expense) | 4 | 2,534 | 14 | (8,737) |
NET LOSS | $ (24,193) | $ (2,534) | $ (36,775) | $ (8,737) |
BASIC AND DILUTED PER SHARE DATA: | ||||
Net Loss per common share, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding, basic and diluted | 78,766,636 | 60,000,000 | 78,766,636 | 59,801,087 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (36,775) | $ (8,737) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Accounts payable | 0 | 6,000 |
Net Cash Used In Operating Activities | (36,775) | (2,737) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 0 | 6,200 |
Net Cash Provided By Financing Activities | 0 | 6,200 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (36,775) | 3,463 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 64,638 | 5,912 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 27,863 | $ 9,375 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation | |
Basis of Presentation | Note 1 - Basis of Presentation Business, Operations and Organization Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (IMET) a Nevada Corporation are hereinafter collectively referred to as the Company. On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Companys common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $85,378, of which $89,615 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the Reverse Merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods. On December 30, 2015, the Company filed Articles of Merger (the Merger) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the Subsidiary). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. UPD stands for United Product Development. Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (GAAP), pursuant to the rules and regulations of the Securities and Exchange Commission, and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the six month period ended December 31, 2015, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2015. The preparation of the Companys unaudited interim consolidated 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Going Concern The Companys unaudited interim consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
Basis of Presentation (Details)
Basis of Presentation (Details) | Mar. 16, 2015USD ($)shares |
Basis of Presentation Details | |
Issued shares of common stock to IMET shareholders | shares | 60,000,000 |
IMET shareholders (Number) | 16 |
Issued shares to IMET (in percent) | 76.20% |
IMET had common shares outstanding immediately prior to the merger | shares | 10,000,000 |
Net liabilities | $ | $ 20,500 |
Prior to closing outstanding shares | shares | 18,566,636 |
Net assets | $ | $ 85,378 |
Cash | $ | 89,615 |
Non-cash | $ | $ 4,237 |
Common shares issued to the shareholders of IMET presented as outstanding for all periods | shares | 60,000,000 |