Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Dec. 31, 2014 | Feb. 05, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Hydrogen Future Corp | |
Entity Central Index Key | 1381054 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
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 | 12,397,239 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Assets | ||
Cash | $2,825 | $31,033 |
Inventory | 2,031 | 712 |
Total current assets | 4,856 | 31,745 |
Property and equipment - net | 174,119 | 181,259 |
Note Receivable | 47,005 | 47,005 |
Debt issue costs  - net | 4,550 | 20,288 |
Goodwill | 3,353,156 | 3,353,156 |
Total Non-Current Assets | 3,578,830 | 3,601,708 |
Total assets | 3,583,686 | 3,633,453 |
Liabilities and Stockholders' (Deficit) | ||
Accounts payable and accrued liabilities | 156,985 | 165,991 |
Accounts payable - related party | 415,719 | 415,719 |
Accrued interest payable | 401,919 | 379,092 |
Notes/Advances payable - related party | 27,173 | 27,173 |
Derivative liability | 620,097 | 243,809 |
Convertible debt - net | 667,751 | 442,609 |
Non-convertible debt from Hydra Acquistion | 981,508 | 981,508 |
Total current liabilities | 3,271,152 | 2,655,901 |
Stockholders' (Deficit) | ||
Preferred stock, Series A, $0.001 par value, 200,000,000 shares authorized; 100,000,000 issued and outstanding at December 31, 2014 and September 30, 2014 | 100,000 | 100,000 |
Preferred stock, Series B, $0.001 par value, 1 share authorized; 1 share and 0 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively | 0 | 0 |
Common stock, $0.001 par value, 40,000,000,000 shares authorized; 9,941,728 and 8,911,263 issued and outstanding at December 31, 2014 and September 30, 2014, respectively | 9,942 | 8,912 |
Additional paid-in capital | 13,863,758 | 13,832,548 |
Deficit accumulated during the development stage | -13,661,672 | -12,964,414 |
Accumulated other comprehensive income | 505 | 505 |
Total Stockholders' Equity | 312,534 | 977,551 |
Total liabilities and stockholders' (deficit) | $3,583,686 | $3,633,452 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock Par Value | $0.00 | $0.00 |
Series A Preferred Stock Authorized | 200,000,000 | 200,000,000 |
Series A Preferred Stock Issued | 100,000,000 | 100,000,000 |
Series A Preferred Stock Outstanding | 100,000,000 | 100,000,000 |
Series B Preferred Stock Par Value | $0.00 | $0.00 |
Series B Preferred Stock Authorized | 1 | 1 |
Series B Preferred Stock Issued | 0 | 0 |
Series B Preferred Stock Outstanding | 0 | 0 |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Authorized | 40,000,000,000 | 40,000,000,000 |
Common Stock Issued | 9,941,728 | 8,911,263 |
Common Stock Outstanding | 9,941,728 | 8,911,263 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 99 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Expenses | |||
General and Administrative Expenses | $117,231 | $229,986 | $8,769,057 |
Issuance of Common Stock to settle a prior liability | 0 | 0 | 117,000 |
Impairment of software | 0 | 0 | 1,035,027 |
Total | 117,231 | 229,986 | 9,921,084 |
Other Income (Expense) | |||
Interest expense | -185,844 | -103,510 | -1,029,881 |
Derivative expense | -81,651 | -1,052,177 | -4,334,976 |
Change in fair value of derivative liability | -295,968 | 2,340,552 | 3,956,869 |
Loss on Retirement of Debt | -16,564 | -174,263 | -2,368,671 |
Tax refunds | 0 | 0 | 36,071 |
Total Other (Expense) - net | -580,027 | 1,010,602 | -3,740,588 |
Net Income (Loss) | ($697,258) | $780,617 | ($13,661,672) |
Net loss per common share - basic | ($0.08) | $385.98 | |
Net loss per common share - diluted | ($0.07) | $276.58 | |
Weighted average number of common shares outstanding during the period/year - basic | 8,943,450 | 2,022 | |
Weighted average number of common shares outstanding during the period/year - diluted | 9,343,450 | 2,822 |
Statement_of_Stockholders_Equi
Statement of Stockholder's Equity (USD $) | Common Stock | Series A Preferred Stock | Series B Preferred Stock | Additional Paid-In Capital | Deficit Acquired During Development Stage | Accumulated Other Comprehensive Income / Loss | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning Balance, Amount at Sep. 30, 2013 | |||||||
Share Issuance upon default of debt- ($1.95/share), Amount | $58,500 | ||||||
Shares issued for consulting services, Shares | 200,000 | ||||||
Shares issued for consulting services, Amount | 200 | 39,800 | 40,000 | ||||
Shares issuance upon conversion of debt- Shares | 7,867,953 | 3,616,231 | |||||
Shares issuance upon conversion of debt- Amount | 7,868 | 0 | 3,624,098 | ||||
Common stock issued upon conversion of insider debt, Amount | 0 | ||||||
Shares issued for consulting services- ($1.55/share), Amount | 452 | ||||||
Issuance of 100,000,000 shares of Preferred Stock to Officers- ($.0031/share), Amount | 310,000 | ||||||
Shares issued to Management for Compensation on December 26, 2013 at $.065, Shares | 2,880 | ||||||
Shares issued to Management for Compensation on December 26, 2013 at $.065, Amount | 3 | 44,997 | 45,000 | ||||
Shares issued to Management for Compensation on January 27, 2014 at $.0521, Shares | 400,000 | ||||||
Shares issued to Management for Compensation on January 27, 2014 at $.0521, Amount | 400 | 5,209,600 | 5,210,000 | ||||
Shares issued in settlement for prior unrecorded obligation for equipment purchase, Shares | 120,000 | ||||||
Shares issued in settlement for prior unrecorded obligation for equipment purchase, Amount | 120 | 116,880 | 117,000 | ||||
Issuance of 1 shares of Preferred Stock, Series B to American Security Research Company, Shares | 1 | ||||||
Issuance of 1 shares of Preferred Stock, Series B to American Security Research Company, Amount | 2,049,920 | 2,049,920 | |||||
Debt issue costs | 37,875 | 37,875 | |||||
Sale of common shares, shares | 320,000 | ||||||
Sale of common shares, amount | 320 | 7,670 | 7,990 | ||||
Net loss | -7,804,274 | -7,804,274 | |||||
Ending Balance, Amount at Sep. 30, 2014 | 8,912 | 100,000 | 13,832,548 | -12,964,414 | 505 | 977,551 | |
Ending Balance, shares at Sep. 30, 2014 | 8,911,623 | 100,000,000 | 1 | ||||
Shares issuance upon conversion of debt, accrued interest and related issuance expense, Shares | 1,030,061 | ||||||
Shares issuance upon conversion of debt, accrued interest and related issuance expense, Amount | 1,030 | 31,211 | 32,241 | ||||
Fractional shares issued for reverse split, Shares | 44 | ||||||
Net loss | -697,258 | -697,258 | |||||
Ending Balance, Amount at Dec. 31, 2014 | $9,942 | $100,000 | $13,863,758 | ($13,661,672) | $505 | $312,533 | |
Ending Balance, shares at Dec. 31, 2014 | 9,941,728 | 100,000,000 | 1 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 99 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($697,258) | $780,617 | ($13,661,672) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Share based payments | 0 | 0 | 5,907,549 |
Impairment of software | 0 | 0 | 1,035,027 |
Derivative expense | 81,651 | 1,052,177 | 4,334,976 |
Depreciation | 9,945 | 8,533 | 479,159 |
Amortization of debt issue cost | 15,738 | 3,578 | 84,226 |
Amortization of debt discount | 152,780 | 81,462 | 735,685 |
Amortization of Original Issue Discount | 2,107 | 899 | 38,250 |
Change in fair value of derivative liabilities | 295,968 | -2,340,552 | -3,956,869 |
Accrued interest on Retired debt | 8,131 | 0 | 44,206 |
Fees on debt conversions | 1,470 | 2,875 | 21,614 |
Common stock to be issued | 0 | 45,000 | 0 |
Loss on Retirement of Debt | 16,564 | 174,263 | 2,368,670 |
Loss on issuance of Common Stock to settle a prior liability | 0 | 0 | 117,000 |
Issuance of Common stock for consulting agreements | 0 | 0 | 48,000 |
Changes in operating assets and liabilities: | |||
(Increase) decrease in other receivables | 0 | 0 | 0 |
(Increase) decrease in Inventory | -1,319 | 0 | -2,031 |
Increase (decrease) in accounts payable and accrued expense | -9,006 | 0 | 156,985 |
Increase in accounts payable - related party | 0 | 0 | 415,719 |
Increase in working capital from acquisition | 0 | 0 | -319,630 |
Increase in accrued interest | 22,826 | 21,149 | 401,919 |
Net cash provided by (used in) operating activities | -100,403 | -170,000 | -1,751,217 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Note receivable acquired in acquisition | 0 | 0 | -47,005 |
Cash acquired in Acquisition | 0 | 0 | 402 |
Purchase of property and equipment | -2,805 | 0 | -307,428 |
Net cash used in investing activities | -2,805 | 0 | -354,031 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from related party notes/advances | 0 | 0 | 31,586 |
Proceeds from convertible notes payable | 0 | 95,000 | 873,178 |
Notes Issued for Professional services | 75,000 | 75,000 | 643,727 |
Repayment of related party notes/advances | 0 | 0 | -968 |
Cash paid as debt offering costs | 0 | 0 | -24,000 |
Proceeds from issuance of common stock | 0 | 0 | 587,490 |
Net cash provided by financing activities | 75,000 | 170,000 | 2,111,013 |
Net (Decrease) in Cash | -28,208 | 0 | 5,766 |
Effect of Exchange Rates on Cash | 0 | 0 | -2,941 |
Cash - Beginning of Period/Year | 31,033 | 0 | |
Cash - End of Period/Year | 2,825 | 0 | 2,825 |
Interest | 0 | 0 | 0 |
Income Taxes | 0 | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Debt converted to common shares | 4,745 | 0 | 855,322 |
Common stock issued to acquire software | 0 | 0 | 1,380,876 |
Notes payable acquired in acquisition | 0 | 0 | 984,008 |
Preferred stock issued to officers | 0 | 0 | 310,000 |
Debt discount recorded on convertible debt accounted for as a derivative liability | 75,000 | 170,000 | 1,122,875 |
Debt discount recorded on convertible debt accounted for as a derivative liability - original issue discount | 0 | 0 | 27,122 |
Debt issue costs - warrants | $0 | $0 | $26,901 |
1_Basis_of_Presentation
1. Basis of Presentation | 3 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Basis of Presentation | The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. |
The financial information as of September 30, 2014 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the years ended September 30, 2014 and 2013. The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the years ended September 30, 2014 and 2013. | |
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended December 31, 2014 are not necessarily indicative of results for the full fiscal year. | |
2_Nature_of_Operations_and_Sum
2. Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
2. Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations | ||||||||
Company History | |||||||||
We were incorporated in the State of Nevada on June 21, 2006, as El Palenque Nercery, Inc. On June 30, 2006, we changed our name to El Palenque Vivero, Inc., and on March 23, 2010, we changed our name to A5 Laboratories Inc. On April 8, 2010, we effectuated a forward split of our issued shares of common stock on the basis of 10-for-1. On October 10, 2013, we changed our name to Hydrogen Future Corporation. On December 27, 2013, our stock trading symbol was changed from AFLB.OB to HFCO.OB, and on January 27, 2015, we effectuated a reverse split of our common stock on a 1:500 basis . On April 21, 2014, the Company completed the acquisition of Hydra Fuel Cell Corporation (“Hydra”) from American Security Resources Corporation (Pink Sheets: ARSC). On January 12. 2015, we effectuated a reverse split of our common stock on a 1:250 basis. Hydra has developed advanced hydrogen fuel cell technology which it initially intends to deploy as residential and small commercial grid replacement for electric generation. Our business offices are located at 2525 Robinhood Street, Suite 1100, Houston TX and our telephone number is (713) 465-1001. | |||||||||
The Company intended to provide contract research and laboratory services to the pharmaceutical industry. This part of the Company is currently inactive, and we are concentrating on our fuel cell operation. We strongly suggest you read our 8-K filed April 28, 2014 about the Hydra acquisition and our form 10-K for the year ended September 30, 2013 filed on January 21, 2015 in addition to this filing to better understand the Company’s new direction. Both filings were with the Securities and Exchange Commission and can be found at www.SEC.gov. | |||||||||
At the end of this quarter, the company therefore had two segments, 1) Contract research and laboratory services and 2) Alternative Energy. See Note 13 for Segment reporting. See Note 7 for the accounting for Goodwill. | |||||||||
The Company’s fiscal year end is September 30. | |||||||||
Development Stage | |||||||||
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. | |||||||||
Risks and Uncertainties | |||||||||
The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. | |||||||||
Such estimates for the periods ended December 31, 2014 and 2013, and assumptions affect, among others, the following: | |||||||||
● | estimated carrying value, useful lives and impairment of property and equipment; | ||||||||
● | estimated fair value of derivative liabilities; | ||||||||
● | estimated valuation allowance for deferred tax assets; and | ||||||||
● | estimated fair value of share based payments | ||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. At December 31, 2014 and September 30, 2014, the Company had no cash equivalents. | |||||||||
At December 31, 2014, the Company had $2,825 in cash. | |||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2014 and September 30, 2014, there were no balances that exceeded the federally insured limit. | |||||||||
Property and Equipment | |||||||||
Property and equipment (including related party purchases) is stated at cost, less accumulated depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized when deemed material. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. | |||||||||
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognized an impairment of $1,035,027 during the year ended September 30, 2011. See Note 6. | |||||||||
Beneficial Conversion Feature | |||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | |||||||||
When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. | |||||||||
Derivative Liabilities | |||||||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||||||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as a Change in fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||||||||
Debt Issue Costs and Debt Discount | |||||||||
The Company paid debt issue costs, and recorded debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt. Debt issue costs are included in general and administrative expense and debt discount amortization is included in interest expense. | |||||||||
Original Issue Discount | |||||||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is expensed into interest expense pro-rata over the term of the Note, and upon maturity, the book value of the Note shall equal the proceeds due. | |||||||||
Share-Based Payments | |||||||||
Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense. During the three months ended December 31, 2014, there were no payments of this kind. | |||||||||
Earnings per Share | |||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||||||
Prior to the issuance of the Company’s Preferred Stock during the calendar year ending September 30, 2013, the Company did not have any dilutive securities. As such, a separate computation of diluted earnings (loss) per share was not presented. Commencing with the issuance of the Preferred Stock, the Company now has dilutive securities, and a separate computation of diluted earnings (loss) per share is now presented. | |||||||||
The Company had the following potential common stock equivalents at December 31, 2014 and September 30, 2014: | |||||||||
December 31, | September 30, | ||||||||
2014 | 2014 | ||||||||
Warrants | 63 | 63 | |||||||
Convertible debt (1) | 9,931,803 | 9,931,803 | |||||||
Total common stock equivalents | 9,931,864 | 9,931,864 | |||||||
(1) | The Company has identified ten debt holders who cannot exceed ownership in the Company by 9.99%. The investor is limited to 993,180 shares on a fully diluted basis, which is the Company’s maximum exposure at the balance sheet date. | ||||||||
Fair Value of Financial Instruments | |||||||||
The carrying amounts of the Company’s short-term financial instruments, other receivables, accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these instruments. | |||||||||
Foreign Currency Transactions | |||||||||
The Company’s functional currency had been the Canadian dollar and its reporting currency was the U.S. Dollar. All transactions which had been initiated in Canadian Dollars were translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows: | |||||||||
(i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; | ||||||||
(ii) | Equity at historical rates; and | ||||||||
(iii) | Revenue and expense items at the average exchange rate prevailing during the period. | ||||||||
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). | |||||||||
Currently, the Company’s functional and reporting currency is the U.S. dollar, and there are no more financial currency transactions, which require separate accounting. | |||||||||
Comprehensive Income (Loss) | |||||||||
Comprehensive income or loss is comprised of net earnings or loss and other comprehensive income or loss, which includes certain changes in equity, excluded from net earnings, primarily foreign currency translation adjustments. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations. | |||||||||
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. The Company has adopted this guidance in these financial statements. |
3_Going_Concern
3. Going Concern | 3 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. Going Concern | As reflected in the accompanying financial statements, the Company had a net loss of $697,258 for the three months ended December 31, 2014, and utilized $100,403 in cash for operations. The Company also has a working capital deficit of $3,266,296 and a deficit accumulated during the development stage of $13,661,672 at December 31, 2014. In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
The ability of the Company to continue its operations is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The Company will likely rely upon equity financing in order to ensure the continuing existence of the business. | |
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. | |
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
4_Fair_Value_of_Financial_Asse
4. Fair Value of Financial Assets and Liabilities | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value Disclosures [Abstract] | |||||||||
4. Fair Value of Financial Assets and Liabilities | The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | ||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||
● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||
● | Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||
● | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | ||||||||
At December 31, 2014, the fair value of financial instruments measured on a recurring basis includes derivative liabilities, determined based on level two inputs consisting of quoted prices in active markets for identical assets. The carrying amount reported for accounts payable, accrued liabilities, and notes payable approximates fair value because of the short-term maturity of these financial instruments. | |||||||||
The Company has a derivative liability measured at fair market value on a recurring basis. Consequently, the Company had changes in fair value reported in the statements of operations, which were attributable to the change in market value relating to the liability for the three months ended December 31, 2014. | |||||||||
The following is the Company’s derivative liability measured at fair value on a recurring basis at: | |||||||||
December 31, | September 30, | ||||||||
2014 | 2014 | ||||||||
Level 1 | $ | - | $ | - | |||||
Level 2 – Derivative Liability | 620,097 | 243,809 | |||||||
Level 3 | - | - | |||||||
Total | $ | 620,097 | $ | 243,809 |
5_Receivables
5. Receivables | 3 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
5. Receivables | (A) Note Receivables- Non-current |
On the closing of the purchase of Hydra, the Company paid on behalf of the seller ,American Security Research Company, to the State of Nevada $47,005 to execute the transfer. This expense will ultimate be borne by the seller and the Company has recorded a receivable to reflect this. | |
6_Property_and_Equipment
6. Property and Equipment | 3 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
6. Property and Equipment | Property and equipment consists of the following: | ||||||||||||
As of December 31, | 2014 | 2013 | Estimated Useful Lives | ||||||||||
Software | $ | 1,380,876 | 1,380,876 | 3 | |||||||||
Leasehold improvements (1) | 144,802 | 144,802 | 10 | ||||||||||
Lab equipment (2) | 106,705 | 106,705 | 10 | ||||||||||
Technical equipment (3) | 15,824 | 15,824 | 5 | ||||||||||
Office equipment | 40,141 | 37,336 | 5 | ||||||||||
1,688,348 | 1,685,543 | ||||||||||||
Less: Accumulated depreciation | (478,640 | ) | (468,695 | ) | |||||||||
Less: Impairment | (1,035,027 | ) | (1,035,027 | ) | |||||||||
Property and equipment – net | $ | 174,119 | 181,259 | ||||||||||
(1) See Note 8(B) – related party | |||||||||||||
(2) See below related to related party purchases | |||||||||||||
(3) Technical equipment- This represents equipment used to test fuel cell viability |
7_Goodwill
7. Goodwill | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
7. Goodwill | The Company recorded goodwill as a result of its business acquisition of Hydra(“Hydra Acquisition”) . Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible assets acquired. In the Hydra Acquisition , the objective was to expand the Company’s product offerings and customer base by entering into a new line of business. The Company determined the value of the goodwill by analyzing comparable companies with similar product lines. Based upon that analysis, the Company determined that the value of the Goodwill was $3,353,156 as follows: | ||||
Assets acquired: | |||||
Cash | $ | 402 | |||
Other receivables | 3,529 | ||||
Total | $ | 3,931 | |||
Liabilities acquired: | |||||
Promissory note payable | $ | 984,008 | |||
Accrued interest payable | 235,972 | ||||
Other current liabilities | 87,187 | ||||
Additional paid-in capital | 2,049,920 | ||||
Total | $ | 3,357,087 | |||
Goodwill | $ | 3,353,156 | |||
The Company tests goodwill for impairment on a quarterly basis. At December 31, 2014, the company determined that there was no impairment. | |||||
8_Notes_Payable
8. Notes Payable | 3 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||
8. Notes Payable | (A) Related Party | |||||||||||||||||||||||||||||
The following is a summary of the Company’s related party liabilities: | ||||||||||||||||||||||||||||||
(B) Convertible debt - Net | ||||||||||||||||||||||||||||||
The following is a summary of the company’s outstanding convertible debt as of December 31, 2014: | ||||||||||||||||||||||||||||||
June 30, | September 30, | |||||||||||||||||||||||||||||
2013 | 2013 | |||||||||||||||||||||||||||||
Notes payable (1) | $ | 20,915 | $ | 20,915 | ||||||||||||||||||||||||||
Advances (2) | 7,226 | 7,226 | ||||||||||||||||||||||||||||
Less: payments | (968 | ) | (968 | ) | ||||||||||||||||||||||||||
Total related party liabilities | $ | 27,173 | $ | 27,173 | ||||||||||||||||||||||||||
(1) The note is non-interest bearing, unsecured, and due on demand. | ||||||||||||||||||||||||||||||
(2) The advances are non-interest bearing, unsecured, and due on demand. | ||||||||||||||||||||||||||||||
Summary of Notes Issued | ||||||||||||||||||||||||||||||
(as of December 31, 2014) | ||||||||||||||||||||||||||||||
Original Amount | Remaining Discount | Net Amount | Shares to be issued upon full conversion at September 30, 2014 | |||||||||||||||||||||||||||
Date of Issuance | Conversions through December 31, 2014 | Accrued Original Issue Discount, if any | Gross Amount outstanding at December 31, 2014 | Type of Note | ||||||||||||||||||||||||||
2-Apr-13 | 5,000 | 5,000 | 0 | 5,000 | 400,000 | a | ||||||||||||||||||||||||
31-May-13 | 5,500 | 5,500 | 1,138 | 4,362 | 440,000 | a | ||||||||||||||||||||||||
31-May-13 | 5,500 | 5,500 | 0 | 5,500 | 440,000 | a | ||||||||||||||||||||||||
23-Feb-11 | 300,000 | 300,000 | 0 | 0 | 0 | 0 | a | |||||||||||||||||||||||
1-Oct-12 | 165,000 | 165,000 | 0 | 0 | 0 | 0 | b | |||||||||||||||||||||||
1-Aug-13 | 25,000 | 14,400 | 10,600 | 0 | 10,600 | 848,000 | b | |||||||||||||||||||||||
1-Sep-13 | 25,000 | 25,000 | 0 | 0 | 0 | 0 | b | |||||||||||||||||||||||
1-Oct-13 | 25,000 | 25,000 | 0 | 0 | 0 | 0 | b | |||||||||||||||||||||||
1-Nov-13 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Dec-13 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Jan-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Feb-14 | 25,000 | 25,000 | 0 | 0 | 0 | 0 | b | |||||||||||||||||||||||
1-Mar-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Aug-13 | 12,500 | 40,000 | 27,500 | 0 | 0 | 0 | 0 | a | ||||||||||||||||||||||
27-Aug-13 | 12,500 | 1,250 | 13,750 | 0 | 13,750 | 916,667 | a | |||||||||||||||||||||||
10-Oct-13 | 15,000 | 1,500 | 16,500 | 0 | 16,500 | 1,000,000 | a | |||||||||||||||||||||||
19-Nov-13 | 10,000 | 1,000 | 11,000 | 0 | 11,000 | 733,333 | a | |||||||||||||||||||||||
27-Sep-13 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | a | ||||||||||||||||||||||||
13-Dec-13 | 20,000 | 8,725 | 8,530 | 0 | 8,530 | 682,410 | a | |||||||||||||||||||||||
27-Feb-14 | 20,000 | 20,000 | 0 | 0 | 0 | 0 | a | |||||||||||||||||||||||
17-Mar-14 | 25,000 | 7,613 | 990 | 23,122 | 15,103 | 8,019 | 1,849,738 | a | ||||||||||||||||||||||
2-Apr-14 | 32,500 | 25,660 | 5,000 | 11,840 | 273 | 11,567 | 741,715 | a | ||||||||||||||||||||||
21-Mar-14 | 30,000 | 21,275 | 0 | 21,275 | 1,702,000 | a | ||||||||||||||||||||||||
14-Apr-14 | 35,000 | 35,000 | 3,716 | 31,284 | 2,800,000 | a | ||||||||||||||||||||||||
5-May-14 | 50,000 | 50,000 | 16,667 | 33,333 | 2,904,444 | a | ||||||||||||||||||||||||
21-May-14 | 35,000 | 35,000 | 2,059 | 32,941 | 2,033,111 | a | ||||||||||||||||||||||||
2-Jun-14 | 27,500 | 27,500 | 1,704 | 25,796 | 1,722,734 | a | ||||||||||||||||||||||||
23-Jun-14 | 27,500 | 27,500 | 1,878 | 25,622 | 1,833,333 | a | ||||||||||||||||||||||||
1-Apr-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-May-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Jun-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Jul-14 | 25,000 | 25,000 | 0 | 25,000 | 2,000,000 | b | ||||||||||||||||||||||||
1-Aug-14 | 25,000 | 25,000 | 163 | 24,837 | 2,000,000 | b | ||||||||||||||||||||||||
1-Sep-14 | 25,000 | 25,000 | 5,229 | 19,771 | 2,000,000 | b | ||||||||||||||||||||||||
7-Jul-14 | 37,500 | 37,500 | 1,622 | 35,878 | 1,996,805 | a | ||||||||||||||||||||||||
14-Jul-14 | 25,000 | 25,000 | 1,902 | 23,098 | 1,566,122 | a | ||||||||||||||||||||||||
22-Aug-14 | 27,500 | 27,500 | 7,147 | 20,353 | 2,200,000 | a | ||||||||||||||||||||||||
26-Aug-14 | 10,000 | 10,000 | 7,419 | 2,581 | 800,000 | a | ||||||||||||||||||||||||
26-Aug-14 | 10,000 | 10,000 | 7,419 | 2,581 | 800,000 | a | ||||||||||||||||||||||||
8-Sep-14 | 10,000 | 10,000 | 1,094 | 8,906 | 800,000 | a | ||||||||||||||||||||||||
15-Sep-14 | 20,000 | 20,000 | 9,712 | 10,288 | 1,161,778 | a | ||||||||||||||||||||||||
15-Sep-14 | 10,000 | 10,000 | 7,733 | 2,267 | 800,000 | a | ||||||||||||||||||||||||
19-Sep-14 | 10,000 | 10,000 | 7,799 | 2,201 | 800,000 | a | ||||||||||||||||||||||||
1-Oct-14 | 25,000 | 25,000 | 12,500 | 12,500 | 2,000,000 | b | ||||||||||||||||||||||||
1-Nov-14 | 25,000 | 25,000 | 16,713 | 8,287 | 2,000,000 | b | ||||||||||||||||||||||||
1-Dec-14 | 25,000 | 25,000 | 20,879 | 4,121 | 2,000,000 | b | ||||||||||||||||||||||||
Totals | 1,443,500 | 656,398 | 37,240 | 817,617 | 149,866 | 667,751 | 59,972,190 | |||||||||||||||||||||||
Legend: | ||||||||||||||||||||||||||||||
a- Note for cash | ||||||||||||||||||||||||||||||
b- Note for consulting services | ||||||||||||||||||||||||||||||
The following is a summary of the notes issued for cash and issued for consulting services: | ||||||||||||||||||||||||||||||
Original Amount | Conversions through December 31, 2014 | Accrued Original Issue Discount, if any | Gross Amount outstanding at December 31, 2014 | Remaining Discount | Net Amount | Shares to be issued upon full conversion at September 30, 2014 | ||||||||||||||||||||||||
Notes for Cash | 853,500 | 401,998 | 37,240 | 482,017 | 94,382 | 387,635 | 33,124,190 | |||||||||||||||||||||||
Notes for Consulting Services | 590,000 | 254,400 | 0 | 335,600 | 55,484 | 280,116 | 26,848,000 | |||||||||||||||||||||||
Totals | 1,443,500 | 656,398 | 37,240 | 817,617 | 149,866 | 667,751 | 59,972,190 | |||||||||||||||||||||||
(C) Notes Acquired in Hydra Acquisition | ||||||||||||||||||||||||||||||
As a result of the Hydra Acquisition, the Company acquired an additional $984,008 in debt as follows | ||||||||||||||||||||||||||||||
Investor | Amount | Interest Rate | ||||||||||||||||||||||||||||
Golden State Equity Investors | $ | 350,000 | 7.5 | % | ||||||||||||||||||||||||||
St. George Investments, LLC | $ | 415,000 | 7.75 | % | ||||||||||||||||||||||||||
Bullivant Houser Bailey LLP | $ | 219,008 | -0- | |||||||||||||||||||||||||||
During the Fiscal fourth quarter, $2,500 of the Bullivant Houser Bailer LLP Note was retired. Therefore, the remaining balance at September 30, 2014 is $981,508 | ||||||||||||||||||||||||||||||
All of the notes are currently past due and are payable on demand | ||||||||||||||||||||||||||||||
(D) Debt Issue Costs | ||||||||||||||||||||||||||||||
Deferred Issue costs relate to additional expenses associated with a financing that are amortized into expense over the length of the instrument. As of December 31, 2014, the value of these debt issue costs is $4,550 as follows: | ||||||||||||||||||||||||||||||
Original | Issue | Maturity | Total | Days Remaining as of December 31, 2014 | Percentage of Days as of December 31, 2014 | |||||||||||||||||||||||||
Balance | Date | Date | Days | Unamortized Balance | ||||||||||||||||||||||||||
$2,500 | 2-Apr-14 | 7-Jan-15 | 280 | 7 | 3% | $63 | ||||||||||||||||||||||||
$7,375 | 5-May-14 | 30-Apr-15 | 360 | 120 | 33% | $2,458 | ||||||||||||||||||||||||
$5,500 | 21-May-14 | 14-Jan-15 | 238 | 14 | 6% | $324 | ||||||||||||||||||||||||
$2,500 | 2-Jun-14 | 14-Jan-15 | 226 | 14 | 6% | $155 | ||||||||||||||||||||||||
$2,500 | 23-Jun-14 | 14-Jan-15 | 205 | 14 | 7% | $171 | ||||||||||||||||||||||||
$12,500 | 7-Jul-14 | 8-Jan-15 | 185 | 8 | 4% | $541 | ||||||||||||||||||||||||
$2,500 | 14-Jul-14 | 14-Jan-15 | 184 | 14 | 8% | $190 | ||||||||||||||||||||||||
$2,500 | 22-Aug-14 | 15-Feb-15 | 177 | 46 | 26% | $650 | ||||||||||||||||||||||||
Total | $ 37,875 | $ 4,550 | ||||||||||||||||||||||||||||
(E) Debt Discount | ||||||||||||||||||||||||||||||
During the three months ended December 31, 2014 and 2013 , the company recorded debt discounts of $75,000 and $170,000 respectively | ||||||||||||||||||||||||||||||
The debt discount pertains to convertible debt containing embedded conversion options that are required to bifurcated and reported at fair value. | ||||||||||||||||||||||||||||||
During the three months ended December 31, 2014, the Company amortized $152,780 in debt discount. | ||||||||||||||||||||||||||||||
9_Stockholders_Equity_Deficit
9. Stockholders Equity (Deficit) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
9. Stockholdersb Equity (Deficit) | (A) Common Stock | ||||
Stock Issued in Three months ended December 31, 2014 | |||||
During the three months ended December 31, 2014, the Company issued 1,030,061 shares of common stock for the conversion of $4,745 of debt and $8,131 of accrued interest | |||||
Stock Issued in Fiscal year ended September 30, 2014 | |||||
The Company issued 8,910,823 (on a split-adjusted basis) shares of common stock during the year as follows: | |||||
Shares issued for conversion of debt accrued interest and related expenses associated with conversions | 7,867,943 | ||||
Shares issued to Management for compensation | 402,880 | ||||
Shares issued for settlement of a previously unrecorded liability for equipment purchase | 120,000 | ||||
Shares issued for consulting services | 200,000 | ||||
Sales of common shares | 320,000 | ||||
(B) Stock Warrants | |||||
All warrants issued by the Company have expired or were cancelled except for those issued to John Fife, which are discussed in Note 7 (B). After adjustment for the split, Mr. Fife owned 63 warrants which are convertible at $25,000 per share. These warrants expire on February 15, 2015. | |||||
(C) Authorized Shares | |||||
On September 5, 2013, the Company held a special meeting of shareholders (the “Meeting.”). At the Meeting, shareholders approved that the aggregate number of shares that the Corporation will have the authority to issue is Ten Billion Two hundrerd million (10,200,000,000), of which Ten Billion (10,000,00,000) shall be common stock, with a $.001 par value, and Two hundred million (200,000,000) shares will be preferred stock, with a par value of $.001. Prior to the Meeting, the Company was authorized to issue up to Two hundred million (200,000,000) shares, of which One hundred million (100,00,000) shall be common stock, with a $.001 par value, and One hundred million (100,000,000) shares will be preferred stock with a par value of $.001 | |||||
(D) Preferred Stock | |||||
On June 21, 2013 (“Grant Date”), the Company granted One hundred million (100,000,000) shares of Series A Preferred stock (the “Series A”), with a par value of $.001. Fifty million (50,000,000) of the Series A were issued to Frank Neukomm, its Chief Executive Officer, and Robert Farr, its Chief Operating Officer. The shares are convertible into common stock on a 1:1 basis and do not carry any dividend. On the Grant Date, the price of the company’s common stock was $.0031. As such, the Company recorded $310,000 of compensation expense under General and Administrative Expenses. | |||||
On April 26, 2014, the Company issued one share of Series B Preferred Stock for the Hydra Fuel Cell Acquisition, with a par value of $.001 to American Security Research Corporation. The share is convertible into common stock equivalent to 50.1% ownership of the common stock of the Company. |
10_Commitments_and_Contingenci
10. Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
10. Commitments and Contingencies | From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results. |
11_Derivative_Liabilities
11. Derivative Liabilities | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
11. Derivative Liabilities | The Company identified conversion features embedded within convertible debt securities as defined in Note 8. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. | ||||
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follows: | |||||
Derivative liability balance at September 30, 2014 | |||||
Derivative liability Fair value at the commitment date for convertible notes issued | $ | 243,809 | |||
Fair value mark to market adjustment – December 31, 2014 | 295,968 | ||||
Derivative liability associated with new issuances through June 30, 2012 | 81,651 | ||||
Elimination of derivative liability upon conversion of debt | -1,331 | ||||
Derivative liability balance at December 31, 2014 | $ | 620,097 | |||
The Company recorded the derivative liability to debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expense of $81,651 for the three months ended December 31, 2014. | |||||
12_Other_Related_Party_Transac
12. Other Related Party Transactions | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Related Party Transactions [Abstract] | |||||
12. Other Related Party Transactions | The Company accrues consulting and rental fees to its former Chief Executive Officer as follows: | ||||
Balance at September 30, 2014 and December 31, 2014 | $ | 415,719 | |||
The consulting and rental fees are components of general and administrative expenses. | |||||
13_Segment_Reporting
13. Segment Reporting | 3 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||
13. Segment Reporting | The Company operates in two operating segments which are consistent with its internal organization. The major segments are Contract Research and Laboratory services and Alternative Energy. The government contracting segment became inactive during the three months ended September 30, 2013. Where applicable, “Unallocated” represents items necessary to reconcile to the consolidated financial statements, which generally include corporate activity at the parent level and eliminations. | |||||||||||||||||
The Company evaluates performance of individual operating segments based on operating income (loss). On a consolidated basis, this amount represents total net loss as shown in the consolidated statement of operations. Reconciling items represent executive compensation costs that are not allocated to the operating segments. Such costs have not been allocated from the parent to the subsidiaries. | ||||||||||||||||||
Three Months Ended December 31, 2014 | ||||||||||||||||||
Alternative Energy | Contracted Research and Laboratory Services | Corporate Overhead | Total | |||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||||
Cost of Revenues | - | - | - | - | ||||||||||||||
Gross Profits | - | - | - | - | ||||||||||||||
Operating Expenses | - | |||||||||||||||||
Selling General and Administrative Expenses | 8,268 | $ | 8,533 | $ | 100,430 | 117,231 | ||||||||||||
Total Operating Expenses | 8,268 | 8,533 | 100,430 | 117,231 | ||||||||||||||
Operating Income (Loss) | (8,268 | ) | (8,533 | ) | (148,027 | ) | (164,828 | ) | ||||||||||
Other Income (Expense) | ||||||||||||||||||
Interest expense | - | - | (185,844 | ) | (163,263 | ) | ||||||||||||
Net loss | (8,268 | ) | (8,533 | ) | (680,457 | ) | (697,258 | ) | ||||||||||
Total Assets | 3,402,192 | 171,314 | 10,180 | 3,583,686 | ||||||||||||||
Three Months Ended December 31, 2013 | ||||||||||||||||||
Alternative Energy | Contracted Research and Laboratory Services | Corporate Overhead | Total | |||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||||
Cost of Revenues | - | - | - | - | ||||||||||||||
Gross Profits | - | - | - | - | ||||||||||||||
Operating Expenses | - | |||||||||||||||||
Selling General and Administrative Expenses | $ | 8,533 | $ | 221,453 | 229,986 | |||||||||||||
Total Operating Expenses | - | 8,533 | 221,453 | 229,986 | ||||||||||||||
Operating Income (Loss) | - | (8,533 | ) | (221,453 | ) | (229,986 | ) | |||||||||||
Other Income (Expense) | ||||||||||||||||||
Interest expense | - | - | (103,510 | ) | (103,510 | ) | ||||||||||||
Net income (loss) | - | (8,533 | ) | 789,150 | 780,617 | |||||||||||||
Total Assets | - | 191,034 | 15,600 | 206,634 |
14_Subsequent_Events
14. Subsequent Events | 3 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
14. Subsequent Events | The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined the following would require disclosure in, the financial statements; |
Reverse stock split and change in Ticker Symbol | |
Effective January 12, 2015, there was a reverse stock split of our outstanding common stock on the basis of one for one two hundred fifty (1:250). | |
Our authorized shares were also reverse split and there are now 40,000,000 common shares authorized. | |
The new symbol is HFCOD. The "D" will be removed in 20 business days and the symbol will revert to HFCO. | |
Issuance of Convertible Debt | |
From the Balance Sheet date until the date of this report, the Company issued the following convertible debt securities | |
On January 1, 2015 the Company issued a Convertible Promissory Note in the principal amount of Twenty Five Thousand Dollars ($25,000), with ten percent, 10%, interest and a maturity date of July 1, 2015. The Principal plus any interest shall be convertible into common stock of the Company at fifty percent (50%) of the lowest closing bid prices for the thirty (30) trading days prior to conversion of the Note. | |
On February 1, 2015 the Company issued a Convertible Promissory Note in the principal amount of Twenty Five Thousand Dollars ($25,000), with ten percent, 10%, interest and a maturity date of August 1, 2015. The Principal plus any interest shall be convertible into common stock of the Company at fifty percent (50%) of the lowest closing bid prices for the thirty (30) trading days prior to conversion of the Note | |
Issuance of Common stock | |
Subsequent to the Balance Sheet, the Company issued the following shares: | |
16 shares for fractional issuances pursuant to the reverse split | |
2,455,495 shares for the conversion of $7,341 of convertible debt, $685 of accrued interest and $-0- of associated fees. |
2_Nature_of_Operations_and_Sum1
2. Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Nature of Operations | We were incorporated in the State of Nevada on June 21, 2006, as El Palenque Nercery, Inc. On June 30, 2006, we changed our name to El Palenque Vivero, Inc., and on March 23, 2010, we changed our name to A5 Laboratories Inc. On April 8, 2010, we effectuated a forward split of our issued shares of common stock on the basis of 10-for-1. On October 10, 2013, we changed our name to Hydrogen Future Corporation. On December 27, 2013, our stock trading symbol was changed from AFLB.OB to HFCO.OB, and on January 27, 2015, we effectuated a reverse split of our common stock on a 1:500 basis . On April 21, 2014, the Company completed the acquisition of Hydra Fuel Cell Corporation (“Hydra”) from American Security Resources Corporation (Pink Sheets: ARSC). On January 12. 2015, we effectuated a reverse split of our common stock on a 1:250 basis. Hydra has developed advanced hydrogen fuel cell technology which it initially intends to deploy as residential and small commercial grid replacement for electric generation. Our business offices are located at 2525 Robinhood Street, Suite 1100, Houston TX and our telephone number is (713) 465-1001. | ||||||||
The Company intended to provide contract research and laboratory services to the pharmaceutical industry. This part of the Company is currently inactive, and we are concentrating on our fuel cell operation. We strongly suggest you read our 8-K filed April 28, 2014 about the Hydra acquisition and our form 10-K for the year ended September 30, 2013 filed on January 21, 2015 in addition to this filing to better understand the Company’s new direction. Both filings were with the Securities and Exchange Commission and can be found at www.SEC.gov. | |||||||||
At the end of this quarter, the company therefore had two segments, 1) Contract research and laboratory services and 2) Alternative Energy. See Note 13 for Segment reporting. See Note 7 for the accounting for Goodwill. | |||||||||
The Company’s fiscal year end is September 30. | |||||||||
Development Stage | The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. | ||||||||
Risks and Uncertainties | The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | ||||||||
Use of Estimates | The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. | ||||||||
Such estimates for the periods ended December 31, 2014 and 2013, and assumptions affect, among others, the following: | |||||||||
● | estimated carrying value, useful lives and impairment of property and equipment; | ||||||||
● | estimated fair value of derivative liabilities; | ||||||||
● | estimated valuation allowance for deferred tax assets; and | ||||||||
● | estimated fair value of share based payments | ||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. | |||||||||
Cash and Cash Equivalents | The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. At December 31, 2014 and September 30, 2014, the Company had no cash equivalents. | ||||||||
At December 31, 2014, the Company had $2,825 in cash. | |||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2014 and September 30, 2014, there were no balances that exceeded the federally insured limit. | |||||||||
Property and Equipment | Property and equipment (including related party purchases) is stated at cost, less accumulated depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized when deemed material. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. | ||||||||
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognized an impairment of $1,035,027 during the year ended September 30, 2011. See Note 6. | |||||||||
Beneficial Conversion Feature | For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | ||||||||
When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. | |||||||||
Derivative Liabilities | Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | ||||||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as a Change in fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||||||||
Debt Issue Costs and Debt Discount | The Company paid debt issue costs, and recorded debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt. Debt issue costs are included in general and administrative expense and debt discount amortization is included in interest expense. | ||||||||
Original Issue Discount | For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is expensed into interest expense pro-rata over the term of the Note, and upon maturity, the Note shall equal the proceeds due. | ||||||||
Share-Based Payments | Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense. | ||||||||
Earnings per Share | Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | ||||||||
Prior to the issuance of the Company’s Preferred Stock during the calendar year ending September 30, 2013, the Company did not have any dilutive securities. As such, a separate computation of diluted earnings (loss) per share was not presented. Commencing with the issuance of the Preferred Stock, the Company now has dilutive securities, and a separate computation of diluted earnings (loss) per share is now presented. | |||||||||
The Company had the following potential common stock equivalents at December 31, 2014 and September 30, 2014: | |||||||||
December 31, | September 30, | ||||||||
2014 | 2014 | ||||||||
Warrants | 63 | 63 | |||||||
Convertible debt (1) | 9,931,803 | 9,931,803 | |||||||
Total common stock equivalents | 9,931,864 | 9,931,864 | |||||||
(1) | The Company has identified ten debt holders who cannot exceed ownership in the Company by 9.99%. The investor is limited to 993,180 shares on a fully diluted basis, which is the Company’s maximum exposure at the balance sheet date. | ||||||||
Fair Value of Financial Instruments | The carrying amounts of the Company’s short-term financial instruments, other receivables, accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these instruments. | ||||||||
Foreign Currency Transactions | The Company’s functional currency had been the Canadian dollar and its reporting currency was the U.S. Dollar. All transactions which had been initiated in Canadian Dollars were translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows: | ||||||||
(i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; | ||||||||
(ii) | Equity at historical rates; and | ||||||||
(iii) | Revenue and expense items at the average exchange rate prevailing during the period. | ||||||||
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). | |||||||||
Currently, the Company’s functional and reporting currency is the U.S. dollar, and there are no more financial currency transactions, which require separate accounting. | |||||||||
Comprehensive Income (Loss) | Comprehensive income or loss is comprised of net earnings or loss and other comprehensive income or loss, which includes certain changes in equity, excluded from net earnings, primarily foreign currency translation adjustments. | ||||||||
Recent Accounting Pronouncements | In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations. | ||||||||
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. The Company has adopted this guidance in these financial statements. | |||||||||
2_Nature_of_Operations_and_Sum2
2. Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Potential common stock equivalents | December 31, | September 30, | |||||||
2014 | 2014 | ||||||||
Warrants | 63 | 63 | |||||||
Convertible debt (1) | 9,931,803 | 9,931,803 | |||||||
Total common stock equivalents | 9,931,864 | 9,931,864 |
4_Fair_Value_of_Financial_Asse1
4. Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value Disclosures [Abstract] | |||||||||
Companybs derivative liability measured at fair value on a recurring basis | June 30, | September 30, | |||||||
2013 | 2014 | ||||||||
Level 1 | $ | - | $ | - | |||||
Level 2 – Derivative Liability | 620,097 | 243,809 | |||||||
Level 3 | - | - | |||||||
Total | $ | 620,097 | $ | 243,809 |
6_Property_and_Equipment_Table
6. Property and Equipment (Tables) | 3 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property and equipment | As of December 31, | 2014 | 2013 | Estimated Useful Lives | |||||||||
Software | $ | 1,380,876 | 1,380,876 | 3 | |||||||||
Leasehold improvements (1) | 144,802 | 144,802 | 10 | ||||||||||
Lab equipment (2) | 106,705 | 106,705 | 10 | ||||||||||
Technical equipment (3) | 15,824 | 15,824 | 5 | ||||||||||
Office equipment | 40,141 | 37,336 | 5 | ||||||||||
1,688,348 | 1,685,543 | ||||||||||||
Less: Accumulated depreciation | (478,640 | ) | (468,695 | ) | |||||||||
Less: Impairment | (1,035,027 | ) | (1,035,027 | ) | |||||||||
Property and equipment – net | $ | 174,119 | 181,259 |
7_Goodwill_Tables
7. Goodwill (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill Tables | |||||
Schedule of goodwill | Assets acquired: | ||||
Cash | $ | 402 | |||
Other receivables | 3,529 | ||||
Total | $ | 3,931 | |||
Liabilities acquired: | |||||
Promissory note payable | $ | 984,008 | |||
Accrued interest payable | 235,972 | ||||
Other current liabilities | 87,187 | ||||
Additional paid-in capital | 2,049,920 | ||||
Total | $ | 3,357,087 | |||
Goodwill | $ | 3,353,156 |
8_Notes_Payable_Tables
8. Notes Payable (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||
Companybs related party liabilities | June 30, | September 30, | ||||||||||||||||||||||||||||
2013 | 2013 | |||||||||||||||||||||||||||||
Notes payable (1) | $ | 20,915 | $ | 20,915 | ||||||||||||||||||||||||||
Advances (2) | 7,226 | 7,226 | ||||||||||||||||||||||||||||
Less: payments | (968 | ) | (968 | ) | ||||||||||||||||||||||||||
Total related party liabilities | $ | 27,173 | $ | 27,173 | ||||||||||||||||||||||||||
Notes issued for cash and consulting services | Original Amount | Conversions through December 31, 2014 | Accrued Original Issue Discount, if any | Gross Amount outstanding at December 31, 2014 | Remaining Discount | Net Amount | Shares to be issued upon full conversion at September 30, 2014 | |||||||||||||||||||||||
Notes for Cash | 853,500 | 401,998 | 37,240 | 482,017 | 94,382 | 387,635 | 33,124,190 | |||||||||||||||||||||||
Notes for Consulting Services | 590,000 | 254,400 | 0 | 335,600 | 55,484 | 280,116 | 26,848,000 | |||||||||||||||||||||||
Totals | 1,443,500 | 656,398 | 37,240 | 817,617 | 149,866 | 667,751 | 59,972,190 | |||||||||||||||||||||||
Notes Acquired in Hydra Acquisition | Investor | Amount | Interest Rate | |||||||||||||||||||||||||||
Golden State Equity Investors | $ | 350,000 | 7.5 | % | ||||||||||||||||||||||||||
St. George Investments, LLC | $ | 415,000 | 7.75 | % | ||||||||||||||||||||||||||
Bullivant Houser Bailey LLP | $ | 219,008 | -0- | |||||||||||||||||||||||||||
Debt issue costs | Original | Issue | Maturity | Total | Days Remaining as of December 31, 2014 | Percentage of Days as of December 31, 2014 | ||||||||||||||||||||||||
Balance | Date | Date | Days | Unamortized Balance | ||||||||||||||||||||||||||
$2,500 | 2-Apr-14 | 7-Jan-15 | 280 | 7 | 3% | $63 | ||||||||||||||||||||||||
$7,375 | 5-May-14 | 30-Apr-15 | 360 | 120 | 33% | $2,458 | ||||||||||||||||||||||||
$5,500 | 21-May-14 | 14-Jan-15 | 238 | 14 | 6% | $324 | ||||||||||||||||||||||||
$2,500 | 2-Jun-14 | 14-Jan-15 | 226 | 14 | 6% | $155 | ||||||||||||||||||||||||
$2,500 | 23-Jun-14 | 14-Jan-15 | 205 | 14 | 7% | $171 | ||||||||||||||||||||||||
$12,500 | 7-Jul-14 | 8-Jan-15 | 185 | 8 | 4% | $541 | ||||||||||||||||||||||||
$2,500 | 14-Jul-14 | 14-Jan-15 | 184 | 14 | 8% | $190 | ||||||||||||||||||||||||
$2,500 | 22-Aug-14 | 15-Feb-15 | 177 | 46 | 26% | $650 | ||||||||||||||||||||||||
Total | $ 37,875 | $ 4,550 |
9_Stockholders_Equity_Deficit_
9. Stockholders' Equity (Deficit) (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Stockholders Equity Deficit Tables | |||||
Schedule of stock issued | Shares issued for conversion of debt accrued interest and related expenses associated with conversions | 7,867,943 | |||
Shares issued to Management for compensation | 402,880 | ||||
Shares issued for settlement of a previously unrecorded liability for equipment purchase | 120,000 | ||||
Shares issued for consulting services | 200,000 | ||||
Sales of common shares | 320,000 |
11_Derivative_Liabilities_Tabl
11. Derivative Liabilities (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liability | Derivative liability balance at September 30, 2014 | ||||
Derivative liability Fair value at the commitment date for convertible notes issued | $ | 243,809 | |||
Fair value mark to market adjustment – December 31, 2014 | 295,968 | ||||
Derivative liability associated with new issuances through June 30, 2012 | 81,651 | ||||
Elimination of derivative liability upon conversion of debt | -1,331 | ||||
Derivative liability balance at December 31, 2014 | $ | 620,097 |
12_Other_Related_Party_Transac1
12. Other Related Party Transactions (Tables) | 3 Months Ended | ||||
Dec. 31, 2014 | |||||
Other Related Party Transactions Tables | |||||
Schedule of other related party transactions | Balance at September 30, 2014 and December 31, 2014 | $ | 415,719 |
13_Segment_Reporting_Tables
13. Segment Reporting (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Tables | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of segment reporting | Three Months Ended December 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||||
Alternative Energy | Contracted Research and Laboratory Services | Corporate Overhead | Total | |||||||||||||||||||||||||||||||||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||||
Cost of Revenues | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Gross Profits | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Operating Expenses | - | |||||||||||||||||||||||||||||||||||||||||||||||
Selling General and Administrative Expenses | 8,268 | $ | 8,533 | $ | 100,430 | 117,231 | ||||||||||||||||||||||||||||||||||||||||||
Total Operating Expenses | 8,268 | 8,533 | 100,430 | 117,231 | ||||||||||||||||||||||||||||||||||||||||||||
Operating Income (Loss) | (8,268 | ) | (8,533 | ) | (148,027 | ) | (164,828 | ) | ||||||||||||||||||||||||||||||||||||||||
Other Income (Expense) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | - | - | (185,844 | ) | (163,263 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net loss | (8,268 | ) | (8,533 | ) | (680,457 | ) | (697,258 | ) | ||||||||||||||||||||||||||||||||||||||||
Total Assets | 3,402,192 | 171,314 | 10,180 | 3,583,686 | ||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||
Alternative Energy | Contracted Research and Laboratory Services | Corporate Overhead | Total | |||||||||||||||||||||||||||||||||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||||
Cost of Revenues | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Gross Profits | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Operating Expenses | - | |||||||||||||||||||||||||||||||||||||||||||||||
Selling General and Administrative Expenses | $ | 8,533 | $ | 221,453 | 229,986 | |||||||||||||||||||||||||||||||||||||||||||
Total Operating Expenses | - | 8,533 | 221,453 | 229,986 | ||||||||||||||||||||||||||||||||||||||||||||
Operating Income (Loss) | - | (8,533 | ) | (221,453 | ) | (229,986 | ) | |||||||||||||||||||||||||||||||||||||||||
Other Income (Expense) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | - | - | (103,510 | ) | (103,510 | ) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | - | (8,533 | ) | 789,150 | 780,617 | |||||||||||||||||||||||||||||||||||||||||||
Total Assets | - | 191,034 | 15,600 | 206,634 |
2_Nature_of_Operations_and_Sum3
2. Nature of Operations and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Sep. 30, 2014 | |
Total common stock equivalents | 9,931,864 | 9,931,864 |
Warrants | ||
Total common stock equivalents | 63 | 63 |
Convertible Debt | ||
Total common stock equivalents | 9,931,803 | 9,931,803 |
3_Going_Concern_Details_Narrat
3. Going Concern (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Sep. 30, 2014 | |
Going Concern Details Narrative | ||
Net loss | ($697,258) | ($7,804,274) |
Working capital deficit | -3,266,296 | |
Deficit accumulated during the development stage | ($13,661,672) |
4_Fair_Value_of_Financial_Asse2
4. Fair Value of Financial Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Derivative liability measured at fair value on a recurring basis | $620,097 | $243,809 |
Level 1 | ||
Derivative liability measured at fair value on a recurring basis | 0 | 0 |
Level 2 Derivative Liability | ||
Derivative liability measured at fair value on a recurring basis | 620,097 | 243,809 |
Level 3 | ||
Derivative liability measured at fair value on a recurring basis | $0 | $0 |
5_Other_Receivables_Details_Na
5. Other Receivables (Details Narrative) (USD $) | Dec. 31, 2014 |
Other Receivables Details Narrative | |
Other receivables | $47,005 |
6_Property_and_Equipment_Detai
6. Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Property And Equipment Details | ||
Software (3 Year Useful Life) | $1,380,876 | $1,380,876 |
Leasehold improvements (10 Year Useful Life) | 144,802 | 144,802 |
Lab equipment (10 Year Useful Life) | 106,705 | 106,705 |
Technical equipment (5 Year Useful Life) | 15,824 | 15,824 |
Office equipment (5 Year Useful Life) | 40,141 | 37,336 |
Property and equipment b gross | 1,688,348 | 1,685,543 |
Less: Accumulated depreciation | -478,640 | -468,695 |
Less: Impairment | -1,035,027 | -1,035,027 |
Property and equipment b net | $174,119 | $181,259 |
7_Goodwill_Details
7. Goodwill (Details) (USD $) | Dec. 31, 2014 |
Assets acquired: | |
Cash | $402 |
Other receivables | 3,529 |
Total | 3,931 |
Liabilities acquired: | |
Promissory note payable | 984,008 |
Accrued interest payable | 235,972 |
Other current liabilities | 87,187 |
Additional paid-in capital | 2,049,920 |
Total | 3,357,087 |
Goodwill | $3,353,156 |
8_Notes_Payable_Details
8. Notes Payable (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Notes Payable Details | ||
Notes payable | $20,915 | $20,915 |
Advances | 7,226 | 7,226 |
Less: payments | -968 | -968 |
Total related party liabilities | $27,173 | $27,173 |
8_Notes_Payable_Details_1
8. Notes Payable (Details 1) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Original Amount | $1,443,500 |
Conversions through December 31, 2014 | 656,398 |
Accrued Original Issue Discount, if any | 37,240 |
Gross Amount outstanding at December 31, 2014 | 817,617 |
Remaining Discount | 149,866 |
Net Amount | 667,751 |
Shares to be issued upon full conversion at September 30, 2014 | 59,972,190 |
Notes For Cash | |
Original Amount | 853,500 |
Conversions through December 31, 2014 | 401,998 |
Accrued Original Issue Discount, if any | 37,240 |
Gross Amount outstanding at December 31, 2014 | 482,017 |
Remaining Discount | 94,382 |
Net Amount | 387,635 |
Shares to be issued upon full conversion at September 30, 2014 | 33,124,190 |
Notes For Consulting Services | |
Original Amount | 590,000 |
Conversions through December 31, 2014 | 254,400 |
Accrued Original Issue Discount, if any | 0 |
Gross Amount outstanding at December 31, 2014 | 335,600 |
Remaining Discount | 55,484 |
Net Amount | $280,116 |
Shares to be issued upon full conversion at September 30, 2014 | 26,848,000 |
8_Notes_Payable_Details_2
8. Notes Payable (Details 2) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Golden State Equity Investors | |
Debt acquired in Hydra acquisition | $350,000 |
Interest rate | 7.50% |
St. George Investments, LLC | |
Debt acquired in Hydra acquisition | 415,000 |
Interest rate | 7.75% |
Bullivant Houser Bailey LLP | |
Debt acquired in Hydra acquisition | $219,008 |
Interest rate | 0.00% |
8_Notes_Payable_Details_3
8. Notes Payable (Details 3) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | |
Original balance | $37,875 | |
Unamortized balance | 4,550 | 20,288 |
2-Apr-14 | ||
Original balance | 2,500 | |
Maturity date | 7-Jan-15 | |
Total days | 280 days | |
Days remaining as of end of period | 7 days | |
Percentage of days as of end of period | 3.00% | |
Unamortized balance | 63 | |
5-May-14 | ||
Original balance | 7,375 | |
Maturity date | 30-Apr-15 | |
Total days | 360 days | |
Days remaining as of end of period | 120 days | |
Percentage of days as of end of period | 33.00% | |
Unamortized balance | 2,458 | |
21-May-14 | ||
Original balance | 5,500 | |
Maturity date | 14-Jan-15 | |
Total days | 238 days | |
Days remaining as of end of period | 14 days | |
Percentage of days as of end of period | 6.00% | |
Unamortized balance | 324 | |
2-Jun-14 | ||
Original balance | 2,500 | |
Maturity date | 14-Jan-15 | |
Total days | 226 days | |
Days remaining as of end of period | 14 days | |
Percentage of days as of end of period | 6.00% | |
Unamortized balance | 155 | |
23-Jun-14 | ||
Original balance | 2,500 | |
Maturity date | 14-Jan-15 | |
Total days | 205 days | |
Days remaining as of end of period | 14 days | |
Percentage of days as of end of period | 7.00% | |
Unamortized balance | 171 | |
7-Jul-14 | ||
Original balance | 12,500 | |
Maturity date | 8-Jan-15 | |
Total days | 185 days | |
Days remaining as of end of period | 8 days | |
Percentage of days as of end of period | 4.00% | |
Unamortized balance | 541 | |
14-Jul-14 | ||
Original balance | 2,500 | |
Maturity date | 14-Jan-15 | |
Total days | 184 days | |
Days remaining as of end of period | 14 days | |
Percentage of days as of end of period | 8.00% | |
Unamortized balance | 190 | |
22-Aug-14 | ||
Original balance | 2,500 | |
Maturity date | 15-Feb-15 | |
Total days | 177 days | |
Days remaining as of end of period | 46 days | |
Percentage of days as of end of period | 26.00% | |
Unamortized balance | $650 |
9_Stockholders_Equity_Deficit_1
9. Stockholders' Equity (Deficit) (Details) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Stockholders Equity Deficit Tables | |
Shares issued for conversion of debt accrued interest and related expenses associated with conversions | $7,867,943 |
Shares issued to Management for compensation | 402,880 |
Shares issued for settlement of a previously unrecorded liability for equipment purchase | 120,000 |
Shares issued for consulting services | 200,000 |
Sales of common shares | $320,000 |
11_Derivative_Liabilities_Deta
11. Derivative Liabilities (Details) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Derivative liability balance at September 30, 2013 | |
Fair value at the commitment date for convertible notes issued | $243,809 |
Fair value mark to market adjustment | 295,968 |
Derivative liability associated with new issuances | 81,651 |
Elimination of derivative liability upon conversion of debt | -1,331 |
Derivative liability balance | $620,097 |
12_Other_Related_Party_Transac2
12. Other Related Party Transactions (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Other Related Party Transactions Details | ||
Consulting and rental fees | $415,719 | $415,719 |
13_Segment_Reporting_Details
13. Segment Reporting (Details) (USD $) | 3 Months Ended | 99 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Revenues | $0 | $0 | |
Total Operating Expenses | 117,231 | 229,986 | |
Operating Income (Loss) | 117,231 | 229,986 | |
Other Income (Expense) | -163,263 | -103,510 | |
Net Loss | -697,258 | 780,617 | -13,661,672 |
Total Assets | 3,583,686 | 206,634 | |
Alternative Energy | |||
Revenues | 0 | 0 | |
Total Operating Expenses | 8,268 | 0 | |
Operating Income (Loss) | 8,268 | 0 | |
Other Income (Expense) | 0 | 0 | |
Net Loss | -8,268 | 0 | |
Total Assets | 3,402,192 | 0 | |
Contract Research And Laboratory Services | |||
Revenues | 0 | 0 | |
Total Operating Expenses | 8,533 | 8,533 | |
Operating Income (Loss) | 8,533 | 8,533 | |
Other Income (Expense) | 0 | 0 | |
Net Loss | -8,533 | -8,533 | |
Total Assets | 171,314 | 191,034 | |
Corporate Overhead | |||
Revenues | 0 | 0 | |
Total Operating Expenses | 100,430 | 221,453 | |
Operating Income (Loss) | 100,430 | 221,453 | |
Other Income (Expense) | -185,844 | -103,510 | |
Net Loss | -680,457 | 789,150 | |
Total Assets | $10,180 | $15,600 |
Uncategorized_Items
Uncategorized Items | 12/31/13 |
USD ($) | |
[us-gaap_StockholdersEquity] | -2,350,058 |