Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | UPD HOLDING CORP. | |
Entity Trading Symbol | eswb | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 836,937 | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 79,766,636 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 76,076 | $ 1,619 |
Total Current Assets | 76,076 | 1,619 |
TOTAL ASSETS | 76,076 | 1,619 |
CURRENT LIABILITIES: | ||
Accounts Payable | 24,743 | 27,271 |
Accrued Interest | 11,193 | 360 |
Accrued Liabilities | 5,400 | 5,400 |
Convertible Notes Payable - Related Party | 15,000 | 0 |
Convertible Notes Payable | 50,000 | 0 |
Total Current Liabilities | 106,336 | 33,031 |
TOTAL LIABILITIES | 106,336 | 33,031 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, $.005 par value 200,000,000 authorized: 79,766,636 and 78,766,636 issued and outstanding as of September 30, 2016 and June 30, 2016, respectively | 398,833 | 393,833 |
Preferred stock, $.01 par value 10,000,000 authorized: none issued and outstanding as of September 30, 2016 and June 30, 2016, respectively | 0 | 0 |
Additional paid-in capital | (265,405) | (285,405) |
Accumulated deficit | (168,688) | (139,840) |
TOTAL STOCKHOLDERS' DEFICIT | (30,260) | (31,412) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 76,076 | $ 1,619 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares | Sep. 30, 2016 | Jun. 30, 2016 |
Parentheticals | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $ 0.005 | $ 0.005 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 79,766,636 | 78,766,636 |
Common Stock, shares outstanding | 79,766,636 | 78,766,636 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
COSTS AND EXPENSES: | ||
General and Administrative | $ 3,312 | $ 3,337 |
Professional Fees | 9,703 | 9,255 |
OPERATING LOSS | 13,015 | 12,592 |
NET LOSS FROM OPERATIONS | (13,015) | (12,592) |
OTHER INCOME (EXPENSE): | ||
Interest income | 0 | 10 |
Interest expense | (10,833) | 0 |
Total Other Income (Expense) | (10,833) | (10) |
NET LOSS | $ (23,848) | $ (12,582) |
BASIC AND DILUTED PER SHARE DATA: | ||
Net Loss per common share, basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 79,755,766 | 78,766,636 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (23,848) | $ (12,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts Payable | (2,528) | 0 |
Accrued Interest | 10,833 | 0 |
Net Cash Used in Operating Activities | (15,543) | (12,582) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of Common Stock | 25,000 | 0 |
Proceeds from Convertible Notes Payable - Related Party | 15,000 | 0 |
Proceeds from Convertible Notes Payable | 50,000 | 0 |
Net Cash Provided by Financing Activities | 90,000 | 0 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 74,457 | (12,582) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,619 | 64,638 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 76,076 | $ 52,056 |
BUSINESS, BASIS OF PRESENTATION
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN | 3 Months Ended |
Sep. 30, 2016 | |
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN: | |
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN | NOTE 1 BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN 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 $89,615, of which $85,378 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. Beneficial Conversion Feature The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. 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. 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 three month period ended September 30, 2016, 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, 2016 filed with the Securities and Exchange Commission on October 13, 2016. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2016 | |
RELATED PARTY TRANSACTIONS: | |
RELATED PARTY TRANSACTIONS | NOTE 2 RELATED PARTY TRANSACTIONS For the three months ended September 30, 2016, the President has provided the Company rent at no charge. On September 1, 2016, through unanimous approval by its Board, the Company opened an escrow to initiate a proposed funding arrangement for future capital demands. The related party portion of this escrow consists of a convertible note which matures March 1, 2017. If not repaid by maturity, the note is convertible into 1,200,000 common shares at $0.0125 per share. If share conversion is not elected, then interest will be due at the face value of the original note of $15,000. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, Derivatives and Hedging The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY: | |
STOCKHOLDERS' EQUITY | NOTE 3 STOCKHOLDERS EQUITY Authorized Shares At September 30, 2016, our authorized capital stock consists of 200,000,000 shares of Common Stock, par value of $.005, and 10,000,000 shares of Preferred Stock, par value $.01. The Companys Board of Directors has the authority to divide the preferred stock shares into series and to fix the voting powers, designation, preference, and relative participating, option or other special rights, and the qualifications, limitations, or restrictions of the shares of any series so established. Common Stock At September 30, 2016 and 2015, there were 79,766,636 and 78,766,636 shares of Common Stock issued and outstanding, respectively. At September 30, 2016, we had a total of 9,508,515 shares reserved for issuance pursuant to the 1,352,767 outstanding options and 8,155,478 outstanding warrants issued by the predecessor company. See Options and Warrants On July 1, 2016 the Company sold 1,000,000 shares of its common stock at $0.025 per share in a private placement to raise additional working capital. Preferred Stock The Company has not issued any shares of preferred stock as of September 30, 2016. Options and Warrants The Company did not issue any options or warrants during the three months ended September 30, 2016. As of March 16, 2015, the effective date of the Reverse Merger, the Company had 3,522,767 options outstanding pursuant to the predecessor companys 1999 Equity Compensation Plan, of which 2,170,000 options have expired, leaving 1,352,767 options outstanding as of September 30, 2016. In addition, as of the effective date of the Reverse Merger, the Company had 8,155,478 warrants outstanding issued by the predecessor company. These warrants expire in 2017. Additional information about the predecessor companys options and warrants and expense calculations can be found in that companys financial statements contained in its Annual Report on Form 10-K filed with the SEC on October 14, 2014 and in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission on October 13, 2016. |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 3 Months Ended |
Sep. 30, 2016 | |
CONVERTIBLE NOTE: | |
CONVERTIBLE NOTE | NOTE 4 CONVERTIBLE NOTE On September 1, 2016, through unanimous approval by its Board, the Company opened an escrow to initiate a proposed funding arrangement for future capital demands. A single private placement provided $50,000 of this escrow in the form of a convertible note. This convertible note matures on March 1, 2017. If not repaid by maturity, the note is convertible into 4,000,000 common shares at $0.0125 per share. If share conversion is not elected, then interest will be due at the face value of the original note of $50,000. The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, Derivatives and Hedging The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies: | |
Business, Operations and Organization | 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 $89,615, of which $85,378 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. |
Beneficial Conversion Feature | Beneficial Conversion Feature The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
Going Concern | 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. |
Unaudited Interim Financial Statements, Policy | 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 three month period ended September 30, 2016, 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, 2016 filed with the Securities and Exchange Commission on October 13, 2016. 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. |
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 | $ | $ 89,615 |
Cash | $ | 85,378 |
Non-cash | $ | $ 4,237 |
Common shares issued to the shareholders of IMET presented as outstanding for all periods | shares | 60,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Related Party Transactions Details | |
Company opened an escrow to initiate a proposed funding arrangement for future capital demands, consists of a convertible note which matures March 1, 2017, with a face value | $ 15,000 |
If not repaid by maturity, the note is convertible into common shares (Shares) | shares | 1,200,000 |
Note convertible on March 1, 2017 at per share | $ / shares | $ 0.0125 |
If share conversion is not elected, then interest will be due at the face value of the original note | $ 15,000 |
Equity Transactions (Details)
Equity Transactions (Details) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Equity Transactions Details | ||
Authorized capital stock consists of shares of Common Stock | 200,000,000 | |
Authorized capital stock consists of shares of Common Stock par value | $ 0.005 | |
Authorized capital stock consists of shares of Preferred Stock | 10,000,000 | |
Authorized capital stock consists of shares of Preferred Stock par value | $ 0.01 | |
Shares of Common Stock issued and outstanding | 79,766,636 | 78,766,636 |
Shares of Preferred Stock issued and outstanding | 0 | 0 |
Total shares reserved for issuance pursuant to the options and warrants issued by the predecessor company | 9,508,515 | |
Outstanding options issued by the predecessor company | 1,352,767 | |
Outstanding warrants issued by the predecessor company | 8,155,478 |
Common Stock transactions (Deta
Common Stock transactions (Details) | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Common Stock transactions | |
On July 1, 2016 the Company sold shares of its common stock | shares | 1,000,000 |
On July 1, 2016 the Company sold shares of common stock per share | $ / shares | $ 0.025 |
Options and Warrants (Details)
Options and Warrants (Details) - shares | 3 Months Ended | |
Sep. 30, 2016 | Mar. 16, 2015 | |
Options and Warrants | ||
Options or warrants issued by the company during the period | 0 | |
Company had options outstanding pursuant to the predecessor company's 1999 Equity Compensation Plan on the date of reverse merger | 3,522,767 | |
Options expired under predecessor company's 1999 Equity Compensation Plan as of the end of the period | 2,170,000 | |
Options outstanding under predecessor company's 1999 Equity Compensation Plan as of the end of the period | 1,352,767 | |
Company had warrants outstanding issued by the predecessor company on the date of reverse merger | 8,155,478 |
Convertible Note (Details)
Convertible Note (Details) | 3 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Convertible Note Details | |
Company opened an escrow to initiate a proposed funding arrangement for future capital demands and through asingle private placement received funds for the escrow in the form of convertible note maturing on March 1, 2017, with a face value | $ 50,000 |
If not repaid by maturity, the note is convertible into common shares (Shares) | shares | 4,000,000 |
Note convertible on March 1, 2017 at per share | $ / shares | $ 0.0125 |
If share conversion is not elected, then interest will be due at the face value of the original note | $ 50,000 |